All I Couldn't Give
by sharpieufp
Summary: Two Chapters in one Day! Sorry for the wait. What does Dana Lyn want with Kevin? And what does Azumuth want Kal to do? 'Ben' is met with a problem that might make him change his priorities, and will Devlin's 'family traits' damper the mission?
1. Chapter 1: Theif

A/N: Aaargh! Anyway, sorry for the delay, I was trying to write a fan fic for my friend as a get well better present…but she got better before I wrote it, so its going to be a get well better and Christmas present!

* * *

ALL I COULDN'T GIVE

Summery: Twenty years is a long time to be holding a grudge. As Devlin found out when Kevin escaped the Null Void for his revenge. Without his adopted father or Kenny to rely on, how is he going to save the world?

Rated M, takes place in the future.

* * *

CHAPTER ONE: THEIF

"Nice to see you again, Kevin."

Kevin got up from his chair, or more like throne of corpses. He turned around and stepped over the bodies of various aliens that were slain by his hand. The Aufnehman look at the man who approached him, "Ah Owen. Come to visit me again? Now what do I owe this visit too?"

An adult Owen stood before Kevin, like he did at least every other week. The Ex-Necrofriggian was the only person who bothered to see if he was even still alive. Kevin watched the man like a hawk. He had changed so much while he was locked away. The boy had grown up. He was tall now, slender, but with a well-toned muscular body. He had grown out his hair, it was long and shaggy, complete with a light five-o'clock shadow over the lower part of his face, thicker at his chin. His green eyes glared into Kevin's soul. He hated it every time he looked at him. Those eyes were exactly like his fathers…

…Exactly like the real Ben…

"I came to see if you were still living in this hell hole." Owen muttered, looking around at the dismal surroundings of the Null Void.

"And yet you never let me out." Kevin grumbled.

Owen shook his head. There was no way he was going to let Kevin out. Just looking at the other man almost gave him the shivers. The Kevin he knew, the one that went out of his way to protect his friend, was long gone. In his place was this long haired, leather-clad monster seeking only revenge. "I can't do that Kevin. You'll only cause trouble."

Kevin stepped towards Owen with an angry determination. The other did not budge, he knew Kevin would not hurt him. He was the only shred of humanity Kevin had left, the closest thing to a friend. Even though, Kevin marched right up to him and looked him in the eyes. Owen held his gaze, giving the taller man a mocking smile.

"All I want is to kill that impostor and have his hide stretched on my floor and his head mounted on my wall." Kevin growled. Owen continued to hold his gaze, and those cursed green eyes of his finally got to Kevin. He withdrew, stepping away from the other.

Owen folded his arms, looking over at some alien eat another one, "No matter how much I want to agree with you, its not possible. Even though Ben 10,000 is an impostor, he is currently the only Ben. At least he's using his powers to help people. The world needs him, whether we like it or not."

Kevin wanted to strike Owen, but he couldn't muster up the courage. He turned away from him, "I don't care! I will get out of here! And I will get my revenge!"

"And how do you plan to do that?" Owen snapped, "Come on Kevin! As long as you keep up that attitude, you'll be in here forever!"

"Leave!" Kevin bellowed,

"Kevin." Owen growled,

"LEAVE!"

Owen sighed, "Fine. I'll see you later." He turned and walked away, leaving Kevin waiting within his coffin of corpses.

~ * ~

"Tennyson!"

A brown haired, green-eyed boy flinched as two larger boys walked up behind him. He was small, only a child. He wore a white shirt, with a black scarf tied around his neck, and baggy cargo pants. He clenched the straps of his black and red backpack tighter as they approached.

"You weren't in the designated 'meeting spot' this morning." One smirked, slamming one fist into his other palm menacingly,

The boy flinched and turned around, "Uh…hi guys. I um…really need my lunch money today, so could you please cut me some slack?"

The two looked at each other and laughed. One stepped forward, grabbing the front of the boy's shirt and lifting him into the air, "What do we have here Phil?"

"I think we have a wise-guy Doug." The other sneered,

Doug raised his fist into the air above the boy's head, "I don't like wise guys."

"W-wait!" The boy gasped, "I-I-I'll give it to you! Just don't…"

"Just don't hurt me." Phil mocked in a girly tone.

Doug punched the boy in the face and threw him against the lockers, "Well Tennyson, cough up the cash."

The boy dug hurriedly into his pocket and pulled out a five dollar bill, holding it out.

Doug grabbed the bill and kicked the boy in the ribs, "That's for holding out on us."

Phil kicked him again, "Yeah! See you at the meeting place tomorrow."

Doug laughed as he walked away, "For someone with the last name Tennyson, he really doesn't live up to that name."

The boy gasped out in pain as he lay on the ground holding his side. He barely saw the brightly colored feet of a girl walk up to him.

"Gee. You should have just gone to the far wall of the school like always."

"Oh…hey Lydia." He huffed, leaning up.

A girl with bright red hair and a face full of freckles looked down at him through the rims of thick glasses. She smiled and helped him to his feet.

"Forgetting about me already?"

Lydia and the boy looked over as a tall, lanky, skinny boy walked over to them. He wore an oversized backpack and shoes that were much too large for him. He matched that with tight jeans and a neon-pink shirt.

"Joel, give Kalvin a break." Lydia snapped,

"Hey!" Joel replied, flipping open a compact mirror and looking at his reflection in the glass, "Its his fault for not going to the meeting spot."

Kalvin rolled his eyes, "Come on…we're late for class."

"TENNYSON!"

Kalvin sighed as he walked into his classroom. The homeroom teacher stood angrily at the chalkboard, glaring at Kalvin as if he could strangle him with looks.

"You are late. AGAIN!" He snapped, "Take your seat and prepare for detention."

Kalvin did not try to argue, or get out of it by telling him he was late because he was busy being beat up. He tried that before, and arguing only extended the detentions, and tattling only got the beatings worse.

This was just typical life for him - and all because his last name was Tennyson. It wasn't fair. He thought bitterly, "You'd think everyone would love me because of my last name, not bully me."

~ * ~

Kalvin waited by the front of the school. It had nearly been an hour now, and yet again, his dad was late. His older sister stood next to him, not a care in the world. He wished he could be like that, pretty, popular…and have powers.

He looked over at his sister, Tessa. Tessa was beautiful, she had long brown hair that when let down, flowed down her back, and striking yellow eyes. Today, her hair was up in a pony tail, and she wore a mix of black skirt, red top, and black vest, with matching boots and stockings. At only nine years old, she was nearly the queen of their elementary school. Even the old kids liked her.

But it was her powers that made her extra special. Unlike him, Tessa took after their father, who was finally arriving now in their car. At least it was a nice car, a beautiful red mustang…with several dents in it.

Owen smiled as he looked over at them, "Hey kids! Sorry I'm late! I had some business to take care of."

Kalvin rolled his eyes, "Yeah. Like ALL the time."

Owen frowned, "Hard day at school?"

Kalvin opened the door and climbed into the back seat, "What gave that away?"

"Someone pee in your grapefruit or something?" Tessa laughed.

Kalvin cringed. Sort of…but he wasn't going to tell them that.

"Daddy guess what I learned today?" Tessa gasped, digging into her backpack,

"What is it sweetheart?" Owen smiled, pulling away from that cursed school,

"I learned that Kenny Tennyson, you know, Ben 10,000 son, his birthday is next week! He's turning ten and his parents are throwing him a huge party!"

"That's nice honey." Owen replied, trying to keep his tone indifferent, but his fingers tightened their grip on the steering wheel.

"Well, my tenth birthday is coming up soon." She grinned, "And I want a big party too!"

"Nothing too big. You know your mother's not doing so well."

Kalvin shrunk down into his seat, folding his arms tighter. Right, their mother was not doing so well. She is very sick. Dad wouldn't tell him what was wrong with her, only that we should keep up hope. But even Kalvin had to admit it, after she was hospitalized and nearly unconscious for over a month now, he was starting to think she was never going to get better.

Dad also went downhill after she got sick. He used to look so suave, his hair nicely kept, always nicely shaven…but now, it looked as if he hadn't shaved in days. It disturbed him, especially since his favorite saying was always, "Cleanliness is important no matter who or where you are." Kalvin closed his eyes, and that was why the dishes hadn't been done, the laundry was piling up, and the house smelled like stale coffee and medicine.

Kalvin suddenly wished for a time when their Mom would always pick them up after school on time, make them bag lunches to avoid the bullies, and their Dad would give him shoulder rides around the house…

"I know things have been harsh since your mother became ill, but I promise you, I will do my best to make things right." Owen said, turning off the highway and into a residential area.

"That's what you always say." Kalvin sighed, as Owen slammed on the breaks.

Kalvin gasped as he was thrown from his seat, slamming his head against the seat in front of him. "Not as bad as having it slammed against a locker." He thought bitterly before looking up to see why they stopped.

A woman stood before the car, she looked shocked as Owen climbed from the car.

"Haven't you heard of crosswalks? Jay-Walking is illegal!" He snapped. Kalvin mentally gulped, good old Dad…a small town policeman to the heart.

The woman blinked, "I'm sorry…wait…you look familiar…"

"Daddy look!" Tessa gasped, "Its Gwendolyn! It's the real Gwendolyn! Ben 10,000 cousin!"

The colour completely drained from Owen's face.

"Owen?" Gwendolyn gasped, "Is that really you?"

Owen sighed, "Its been awhile Gwen."

"What happened to Aunt…" She stopped herself when she saw the look Owen gave her, "Anyway, I go by Gwendolyn now. It got too confusing between me and Gwyn."

"And I'm guessing Gwyn is short for Gwyneth?" Owen asked,

"Yes. You should see her. She's grown into quite a lovely young woman." Gwendolyn nodded, "So, are you going to show me where you're staying, or stare at me dumbfounded?"

Owen just pointed to the car. Tessa gleefully hopped to the back seat to let Gwendolyn have the front. She pushed Kalvin over roughly.

Great. Owen sighed, twenty years of hiding in this backwater town, pretending that he's here for the 'Good of a Small Town' for nothing. For twenty long years he had hid from Ben and Gwen because now he wanted nothing to do with them. If he saw Ben, his resolve that Ben was still doing the world some good would probably disappear. Even now, he was having a hard time controlling himself when the person who betrayed his father, and believed the impostor was sitting next to him.

"This is so cool!" Tessa squealed, "Daddy! You never told me you knew Gwendolyn!"

Gwendolyn looked back at Tessa and smiled.

Tessa grinned from ear to ear, "I'm a huge fan! Oh! And guess what? I have…"

"Theresa." Owen warned. She fell silent.

Finally, the car rolled into the driveway of their small home. Owen put the car into park, looking back at Kalvin in the rear-view mirror, "Kal, don't be like that. I promise you, soon I will start working twice as hard to be the perfect father. I will do my job, and your mother's as well."

"Yeah right." Kalvin pouted, hopping out of the car. He did not even bother to open the door. He started off down the road, shoving his hands in his pockets.

Owen watched him go and almost felt his heart break all over again. He sighed and picked up Kalvin's bag.

"Ignore Kal, Daddy." Tessa huffed, "He's just a dweeb." She grabbed Gwendolyn's hand happily, "Come on! I want to show you my room!"

Gwendolyn was instantly reminded of how she treated Ben when they were kids and had to smile. At least 'Dweeb' was better then 'Mega-Dweeb'.

Owen's home was small, or, at least small to her standards, a cozy little four bedroom home with a dinning room, kitchen, and living room. One of the rooms stood off of the living room.

"That's Daddy's office. We're not allowed in there." Tessa smiled, "My room is down the hall."

Owen waited until Gwendolyn and Tessa were away, before walking over to his office and unlocking the door. He stepped inside and closed the door behind him. There, inside the room, was Tena's Omnitrix. It had taken Owen a long time to remove it from her corpse, but it was worth it to make sure it did not fall into the wrong hands. He looked at it for a few seconds, as soon as he got it from her wrist, it had reverted to its first form, and probably its first settings.

Owen sighed. This was not right. It did not feel like a coincidence that the 'Mana-Tracking' Anodite just happened to be crossing the street near his home, only a week before Kenny's birthday? He gritted his teeth and shook his head. No, Aunt Gwen was never like that…it must just be a coincidence…

A scream outside his house caught his attention. He turned and bolted from the room, doubling back to lock the door, he crammed the key into his pocked…and failed to realize when it fell out. He knew that scream - that was Kalvin's scream!

He ran out the front door just as some kid threw Kalvin to the ground. The boy quickly kneed the larger man in the groin and rolled him off of him. Another boy punched him in the side of the head. Owen watched in terror as Kalvin hit the ground hard. The older boy was about to hit him again when Owen finally reached them, pulling the kids apart.

It took everything he had not to beat the living shit out of the boys, "What is this?"

"Mr. Tennyson!" The boy who punched Kalvin gasped, "Man! I'm out of here!"

He turned and bolted, his friend on the ground pushed himself up and ran as well. Owen bent down and looked at Kalvin's swelling cheek, "Are you alright?"

"Do I look alright?" Kalvin snapped,

"Kal…" Owen whispered, brushing his hair out of his face, "What happened?"

"I apparently looked at them funny." Kalvin rolled his eyes, pushing his father away from him, "But what do you care?"

"Kalvin." Owen repeated, but the boy just pushed him away again.

"If you cared, you'd let me try out for karate, or judo…or something! If you cared, you'd let me try out for sports or something!" Kalvin shouted, walking back into the house,

"Kal!" Owen sighed, "Those are all too dangerous…the thought of something happening too you…"

"Would be a relief." Kalvin muttered, dusting some of the dirt off of his shirt as he walked inside.

Just as Gwendolyn was walking outside, "Well…it looks like your having some problems…I should go."

Owen straightened up and looked at her in suspicion, "No. It's fine."

"No…I've got a mission on Zoroaster." Gwendolyn replied, "I was on my way to get some last minute supplies when I ran into you…so I should go."

Owen folded his arms, "Nice seeing you again."

"Don't say that so coldly." Gwendolyn rolled her eyes, "Goodbye…Owen."

She turned and strutted off back down the road. Owen waited until she was out of sight before walking back inside. He stopped in his tracks…the door to his office was open.

"Um…Daddy?" Tessa asked, folding her arms.

"Not now!" Owen snapped, he instantly regretted it with the look of pain that crossed her face. But now wasn't the time. He ran into his office and nearly felt his heart stop…

…the Omnitrix was gone.

"That thief!" Owen screamed.

~ * ~

"Mind dropping this garbage into the Null Void Chamber, Grandpa?" Ben asked, handing a Null Void Pod to an elderly man with a robotic arm.

The man nodded and walked off with the pod. Ben watched him go with a smile.

"It's our danger alert!" A boy with maroon hair, and dark skin said proudly, his hands on his hips, his friends watching him in awe. "A call comes in, and my Dad takes off to…you know, save the world."

Today, Kenny Tennyson turned ten years old, and to celebrate his first decade birthday, he finally convinced his father to let his friends come to their headquarters for a party. It had nearly taken him a year to get his father to cave. But it was worth it. He was proud of his father, and what his father did. He wanted his friends to know just how cool his Dad was.

"Wow!" A scaly hippopotamus-like alien gasped, "And my Dad's just a boring old dentist."

"And someday, I'll be right beside him!" Kenny said with a large grin, closing his eyes as he imagined it.

Ben felt pride well up inside him as he heard his son talk about him like that. It made this hero business just that much more bearable. He watched as a hologram of Gwendolyn appeared. He smiled and thanked any holy power that might be out there that she got that second Omnitrix for him to give to Kenny for his birthday. This year, he was going to make all Kenny's dreams come true.

"Aunt Gwendolyn!" Kenny gasped,

"Actually, your first doufus cousin, once removed." Ben smirked, walking up to her.

"Aren't you ever going to grow up?" Gwendolyn replied. "Sorry I'm missing the party. I'm still stuck here on Zoroaster, tracking down the red dragon from the Eight Pit of Novato."

Kenny looked downcast, Gwendolyn felt a pain in her chest. He really looked upset that she wasn't there. She held back her feelings as she opened a portal, hoping this would cheer him up, "But I got you this in the mean time." A clay puppy launched out of the portal, knocking Kenny over. Kenny laughed as it licked his face, and Gwendolyn disappeared.

Grandpa Max rolled in a cake, and everyone cheered, "HAPPY BIRTHDAY KENNY!"

And then it was time for presents. Ben waited patiently as Kenny opened everyone's gifts, and then finally, it was his turn.

"Now you know I haven't been to psyched on letting you into the hero business…" Ben said calmly,

"Really?" Kenny pouted, folding his arms, "I hadn't noticed."

"Fighting Aliens is not kids stuff Kenny." Ben stated. Grandpa Max coughed. Ben sighed and looked over at him, before continuing, "But…since I got the Omnitrix when I was your age," His voice sounded forced as he tried to cover up the lie, "I thought you should have this."

He held out a pod towards Kenny, and the boy hesitated before reaching up and grabbing the large metal sphere. It opened up to reveal an Omnitrix, and Kenny grinned in excitement before it jumped onto his wrist.

"Yes!" He smiled, "My own Omnitrix!"

~ * ~

"A-are you sure Dad?" A young black haired boy asked, as he stood in front of a hologram of his father from the Null Void,

"Yes son…I have a plan to get out of here…but I need your help." Kevin grinned darkly, "This is what I need you to do…"

Devlin listened to his father intently. He had missed him so much, and he wanted nothing more then to get his father free so he could be with him once more.

"Now go…and Devlin…don't fail me." Kevin growled,

"I won't Dad! You can count on me!" Devlin cheered.

~ * ~

Blind rage consumed Kevin, from the second he saw Ditto, all he wanted to do was rip its head off. He completely forgot about restraining himself, forgot who he was, or that Devlin was there. All he cared about was seeking revenge.

"Y-Your Kevin's son?" Ditto coughed.

"He's a real chip off the old block…isn't he…'Benji'." Kevin spat his old nickname for Ben as if it was acid. The rage grew until he no longer control it.

"That's not Ben! That's his son, Kenny!" Devlin corrected.

"Do you know what you've done?" Ditty gasped.

Devlin felt the guilt grow within him, "Dad…we'd better get out of here."

"Wait." Kevin said through his teeth, "Now what's the best way to take revenge on my good buddy Benji?" He rubbed his chin, looking down at Devlin, but barely even seeing the boy through a haze of red, "Hey, I know…TRASH HIS SON!"

A look of sheer terror crossed Ditto's face, and he backed up, "D-Devlin…you don't have to be a part of this. You made a mistake…ok! But you can fix it." The clay puppy ran out from behind Ditto and attacked Kevin.

The Aufnehman looked amused. He stomped down, barely using an ounce of his strength, and the clay puppy shattered. He moved too fast for Ditto to process, picking him up and holding him in the air as the Omnitrix timed out, turning him back into Kenny.

The sound of the Omnitrix timing out sparked something in Kevin's mind. Something almost came forth…a memory…some humanity…

"You're making this easy for me, aren't you." He grinned. He tightened his grip on the boy's shoulders. But the red haze was dimming. He started to see the boy a little more clearly, and he no longer wanted to kill him. Anger flared up again at his own weakness.

A beam hit him in the side, and Kevin went flying across the room, dropping Kenny to the ground. Kevin gritted his teeth against the anguish and looked up as Grandpa Max hit the alarm. Kevin moved with the speed of a Kineceleran, and grabbed the old man's robot arm, breaking it within his grasp.

He went forward to kill them both, but the urge to kill had dimmed. He bit his lip, "I have a better idea."

~ * ~

"Grandpa? Kenny?" XLR8 gasped as he zoomed into the Null Void Chamber.

Devlin jumped down from behind, disguised in his monster form. Ben quickly turned into Four Arms, "Not much of a trap. Was I supposed to think my family tied themselves up?"

"Oh Ben. You always were too smart for me. Or was that the other way around?" Kevin said, mostly as a pun reflecting on the fact that Kevin knew that this 'Ben' was an impostor. He knew it was a bad pun, but it was the first thing that came to his mind, and just the sight of the impostor sent his rage into the red again. The red haze was back, and the only thoughts crossing his mind were those with the need to kill Ben. The mere sight of him sent him into a frenzy.

He was in such a rage, he had no idea what happened for the rest of the fight. By the time he finally came too, he was back in the Null Void. He screamed out in rage and pounded his fist through the nearest rock formation.

Curse him! Curse that impostor! Curse his family! Curse anything that relates to him! Kevin screamed as loud as he could, destroying everything he could see. He was going to get his revenge…one way or another.

* * *

Sorry for the recap there, I thought it was necessary to show Kevin's side, and what the Impostor thought…after writing All I Have To Give…watching the Ken 10 and the Ben 10,000 episodes are a little hard now.

Too Many OC's? Don't worry. With what I have planned…without OC's…Devlin would be screwed.


	2. Chapter 2: Kevin's Revenge

A/N: Sorry for the wait, I was on vacation. It was fun.

So if you haven't realized it, this is a sequel to All I Have To Give. I'm uploading the first story to Deviantart, look for me there, same username and everything. Honestly though, you think an Art Website would have more, well you know, arty-names? I mean, I got my username from an 'inking pen' I was hiding from my friend. Sharpie Ultra Fine Point…I know, not really original…but honestly, I thought someone would have thought of that by now? Oh well…this has nothing to do with the story.

* * *

CHAPTER TWO: KEVIN'S REVENGE

Its been a year. A whole damn year. Kevin sighed as he slumped to the ground. Where was Owen? He hadn't seen him in weeks. Kevin growled deep in his throat. He had to admit, though he always chased him away, he looked forward to his visits. They were the only human thing he had left.

And his momentary escape from this hell hole ruined that. He clenched his jaw. Owen was furious with him for his attempt to escape. Why? All he wanted was to get out of here and seek his revenge…

If it wasn't for those snot-nosed brats. They were the first one's he'd kill after he sought his revenge on the impostor. They'd die before the rest of the world felt his wrath. He had spent this entire year planning what he will do when he escaped here. He was going to destroy the world where they worshiped the very ground that impostor walked on.

Maybe Owen was right. Kevin Levin was gone, long dead and buried within a coffin of hatred and malice. He was not Kevin, he was a monster wearing his flesh. And he had grown proud of that. If the world was going to view him like a monster, he might as well be one. He smiled, it was time. He had been searching for a way out, a glitch that would take him out of here. And he found one.

It was the same one Vilgax used to escape the Null Void, and it had taken Kevin years to find it. But finally he had. With Vilgax's escape, it was heavily guarded. That was no problem for him. He easily dismembered the guards and slipped through, the sounds of the alarms ringing like sweet morning bells in his ears.

Ben looked up as the alarm went off. He cursed himself and slowly walked over to the computer, where a red light flashed from the monitor. He sighed, "Status report."

"Prisoner number 6027 escaping Null Void." The computer said softly,

"Visuals." Ben replied.

An image appeared on the screen of the face Ben hated more then anything in the world.

"Kevin." He swore.

Suddenly, he felt a presence behind him. He whirled around and swore again.

"Hello Benjamin. Have you missed me?"

"Dude. Have you seen that red-headed beauty?" A collage student cheered as he walked across the grounds,

"Totally!" The other smiled, "I know she's a freshman and all, but DAMN that girl's HOT!"

"Um…excuse me."

The two looked down. Kenny Tennyson and Devlin Tennyson stood before them, wearing their backpacks, and looking slightly lost.

The man smiled, "This isn't a daycare kiddo's."

"Yeah. Shouldn't you be, I don't know…at preschool or something."

Devlin growled. He balled his hand into a fist. But Kenny held him back. The boy looked up at the older men, "I'm looking for my sister. Have you seen a girl by the name of Gwyn Tennyson?"

"Buzz off babies. Like I care." He snapped.

"Hey!" They all whirled around. Behind them stood a gorgeous woman, with a perfect hourglass figure, and long flowing red-brown hair, the purple highlights glowing in the afternoon sun. Her yellow eyes glared at the men angrily.

"Wow…there she is." They drooled,

"Were they bothering you?" She said, ignoring the men. She bent down to look Kenny in the face, "Do you want me to beat them up."

Kenny shook his head, "Nah. Dad sent me. He wants you to come home."

Gwyn smiled, "Ben can suffer."

Gwyn never called their father Dad. In fact, Ben and Gwyn had never gotten along. They always bickered and fought, and Gwyn always went out of her way to make him mad. That's probably why Ben had given Kenny the Omnitrix, even though Gwyn was older then him.

"But…he say's its important." Devlin countered.

Gwyn shrugged, she turned to the men, "This is where you scram."

The two took off.

Gwyn straightened up, "I don't care if the moon was falling. If he thinks he can just summon me like that, he's dead wrong."

"Gwyn…" Kenny added softly.

Gwyn smiled and patted him on the head, "I mean, it's not like the world is ending…"

An explosion behind her proved her wrong. Gwyn straightened up and turned around, the collage blew up behind them, sending a fireball into the sky. Gwyn's eyes widened as chunks of the school rained down upon the earth. Kenny quickly changed into Cannonbolt and rolled Gwyn and Devlin inside him before rolling away from the carnage.

Kevin raised above the ruins as smoke billowed up into the sky, laughing manically. "Where are you Benji? Why don't you come out and play?"

"Ok…that might be a reason to head home." Gwyn panted as Cannonbolt let them down. Her head spinning from the ride.

Kevin laughed and sent a large fireball careening into the crowds of running people, "Come out, come out, wherever you are! Benji!"

"Hey!" Cannonbolt snapped, stepping up to face Kevin, "Stop it!"

Kevin looked over at Cannonbolt and smiled, "Well, if it isn't his little offspring. I guess I can work out the kinks on you before your dear old fake father shows up."

"Fake?" Devlin asked, looking at Cannonbolt,

"Who cares what he says." Cannonbolt snapped, turning into XLR8, "He's nothing but a liar!"

XLR8 dashed towards Kevin, but the Aufnehman just tossed him to the side easily, "It's not you I'm after."

"Yeah. Leave him alone!" Kevin turned his head, just in time for a booted foot to kick him hard in the face. He quickly reached up and grabbed the person's ankle before they could pull away, throwing them to the ground.

"Gwyn!" XLR8 called, dashing over to her.

"I'm ok Kenny. Just hurry home and get Ben." Gwyn muttered, shaking her head.

Kevin's eyes seemed to focus on the girl he just threw to the ground, the rest of the world blurred around her. He could see nothing but the girl in front of him, as she starred up angrily at him.

"I'm guessing Gwyn is short for Gwyneth. Am I correct?" Kevin asked,

"None of your business creep!" Gwyn snapped, picking herself up.

Devlin reached out and grabbed a large piece of concrete, letting it coat his body, "Let's stall him Gwyn."

The woman nodded.

Kevin did not even see his son standing next to her. All he could see was the impostor ripping the little baby Gwyneth from Tena's arms and handing her to Gwen before…

Anger flared up inside him again, he charged down towards them, just as an blast of guck hit him. He gasped as he was flown sideways into the ground.

"Gwyn! Devlin! Run!" Ben snapped as the alien he was turned back into Ben.

Gwyn grabbed Devlin's hand and basically pulled him after her as she ran.

"All citizens are being asked to stay within their homes and wait for further notice." The News Announcer said over the television screen.

Tessa frowned. Even though that was happening in the city, she was still afraid. Kevin Levin was loose once more.

"Listen up students." The Teacher said, "I know this looks frightening, but Ben 10,000 has defeated Kevin Levin once before, and he will do it again."

A murmur went through the students.

Tessa's phone vibrated in her pocket. She picked up the phone and looked at it, it was from Dad.

"I'm going to the city to see if I can help. You have your spare key, make sure to let your brother in. I love you both."

Tessa felt a pang in her chest. She wished she could join the Plumbers and be heading over there right now to help. With her powers, she could easily help them. She scrolled down and read the rest of the letter.

GO STRAIGHT HOME.

Tessa rolled her eyes. She was about to hit reply when the teacher cleared their throat and said, "Ok, class will be dismissed. We have called all of your parents to take you all home until further notice. But do not worry, we are an hour away from the city, we will all be fine."

The class started chattering away in worry. Tessa shivered and stood up, "Um…I'd better find my brother."

"Straight to his classroom." The teacher nodded.

Tessa knew better then that. She instead headed down to the boys washroom in the art hallway, one that was barely ever used, and knocked on the door. There was no answer. She waited a few seconds and knocked again. Finally, she sighed and phased herself through the door.

"Kal?"

Kalvin was sitting on the floor between the stalls and the sinks, his legs folded and his arms wrapped around his knees. He looked up as Tessa walked over to him.

"This is the boy's bathroom. Or in other words, no dorks allowed." He muttered. There wasn't any malice behind his voice. It was just a usual greeting between the two. In fact, he sounded rather depressed.

"Whatever, Dweeb." Tessa rolled her eyes and sat down next to Kal, "Sent to the office again?"

"How'd you know?" Kal said sarcastically,

"Its only like, the twelfth time this month." She replied, "What was it for this time?"

"Its none of your business." Kal snapped, looking away from her,

"If you want me to keep it from Dad again, yeah, it is." She said, matter-of-factly,

Kal sighed, "Apparently I was cheating off of Paul's test again."

"Were you?" She asked,

"Its basic grade two math." Kal muttered, "Just because he was held back two grades doesn't mean anyone else was."

Tessa frowned, "No math is basic."

"Why are you here anyway?" Kal replied, looking back at her,

"Class is dismissed. We're only allowed to leave if our parents come to pick us up, so I thought we'd leave before anyone notices."

"What about Dad?" Kal asked,

"When was the last time you checked your cell phone?" Tessa shot,

"Not EVERYONE lives off of them like you do Tess." Kal rolled his eyes,

"Flushed down the toilet again?" She sneered,

"Its in my pocket!" He snapped.

Tessa laughed, "Ok! Dad's gone off with the Plumbers to help Ben 10, 000 and Ken 10 fight Kevin."

"Whoopee." Kalvin muttered,

"Dweeb! So if we want to go, we're going to have to sneak." Tessa bobbed him on the head.

He straightened out his hair and stood up, "Fine. Just as long as we leave before Paul and Doug get out."

"I'll protect you." Tessa said defiantly, sticking out her chest,

"Whatever." He replied, heading to the bathroom door.

Tessa deflated and followed after her brother with an annoyed look.

"Hey Tessa…" Kalvin said softly as soon as they left the schoolyard,

"Yeah?" She asked, speeding up to walk next to him,

"Can we take a detour?" He said, shoving his hands into his pockets

"Where?" She asked,

"To the hospital." He was sure she was going to say no. The look on her face told him that.

"Dad said straight home." She huffed. But as soon as she saw his expression, she sighed, "But…we haven't seen Mom in a while…let's go!"

Kalvin lit up, "Really?"

Tessa nodded, "Come on…what's the worst that could happen?"

"WHAT IS TAKING YOU SO LONG!"

Ben bowed down on his hands and knees, kneeling before a tall black skinned woman. The woman had red tribal markings all over her skin that almost seemed to glow in contrast to the rest of her skin. Her bright orange hair flared out behind her, almost waving like it was underwater, and her blood-red eyes glared at Ben with pure malice.

"I am sorry Dana Lyn." He pouted, "There is just no way to do what you want me to do."

She slapped him so hard he sprawled to the floor, "I gave you what you wanted. In return, you were supposed to get Anastasia's information from Gwen and Kevin. It wasn't hard….SHE WORKED FOR THEM!" She stomped on his back, making him grunt, "How hard is it to do that?"

"Its just…" He looked as if he was trying to come up with an excuse, but it failed him.

She stepped away from him and crossed her arms meaningfully, "Do you want me to send you back to Vilgaxia? Because I will. I'll slam you right down in front of Vilgax all wrapped up in a big red bow and a letter saying, 'Take Me Back'."

Ben lowered his head, "I just…I feel like I'm betraying someone."

"You are. You're betraying me." She bent down and pulled up his head so that they were looking face-to-face, her lips were just inches from his, "And you don't want to betray me, do you?"

Ben looked down at the ground.

She smiled and lightly squeezed his cheeks and added in a puppy-dog voice, "Because you know how I hate people who betray me?" She licked his cheek and moaned, "And you don't want me to hate you, don't you?"

Ben closed his eyes. Even with 10, 000 aliens at his disposal. Not even he would dare mess with a Pyrothanatos.

She kissed him on the lips, letting her tongue glide over his lips before pulling slowly away. "All it takes is a single hand movement, and you're back on Vilgaxia. And I thought you wanted to stay with your beloved Gwendolyn?"

"Keep her out of this." Ben snapped,

"Do what I say, or I'll kill her first." Dana Lyn snapped.

Ben grimaced, but nodded slowly.

She grinned and backed away from him, walking into the shadows of the Op Center. He lowered his head as she disappeared.

"DAD!"

Ben quickly climbed to his feet as XLR8 dashed into the room. He stopped in front of Ben and started speaking so fast that Ben could not understand him. He sighed and grabbed XLR8's shoulder, before punching the Omnitrix symbol on his chest, turning him back to Kenny. Ben smiled, "What's up, Son?" ",!"

"Whoa, whoa, whoa!" Ben laughed, "Slow down Kenny, calm down."

Kenny took a deep breath, "Kevin's at the collage! Gwyn and Devlin are fighting him, but they don't stand a chance! So I came to get you!"

"Kevin's at the collage! He's here? In the city?" Ben gasped. Kenny nodded.

Ben roared with anger, and quickly turned into XLR8. Kenny followed suit, and the two took off back the way they came.

Dana Lyn smiled from the shadows and licked her lips and with a flick of her long spiked tail, she disappeared.

Swampfire gasped as the wind was knocked out of him. He noticed the sharp pain in his back as Kevin threw him into a pile of rubble. He slowly rose to his feet and transformed into Spitter, sending a shoot of guck his way.

Kevin easily swatted it away. Devlin ran up to his father, covered in a metal coat from a piece of the school he touched. But Kevin shot a fireball at him, sending him flying backwards into the rubble.

Devlin stood up and grabbed a chunk of cement, but before he had time to absorb it, Kevin launched a bolt of electricity at him. Devlin screamed as the electricity coursed through his body, electrocuting him.

"Stay out of this boy." Kevin snapped, releasing the electricity the moment Devlin fell unconscious.

Cannonbolt bolted towards Kevin, but he easily caught it. Spitter swore as he started hearing the familiar beeping sound coming from Cannonbolt.

"Uh-oh." Cannonbolt sighed as he turned back into Kenny, "Help!"

"I'm coming Kenny!" Ben gasped.

Kevin smiled, "You know what would be great?" He looked from Kenny's petrified face, to Ben's. "I don't want to rule this town. Everyone in this god-forsaken rock all worship the devil. They all praise up to a phony."

"Stop this Kevin!" Ben pleaded,

Kevin laughed, "I'm going to level this entire city. All of it will be burnt to the ground! I hate every last piece of it!"

Ben growled and turned into Humongousaur.

Kevin saw that form, and remembered as that alien threw him back from protecting Tena. He grinded his teeth together, "No. I will build my castle elsewhere. And you know what? I think I'm going to take your beloved son as a constellation price for all those unnecessary years in the Null Void, the same way you took Gwyneth."

"No!" Humongousaur roared. He charged at Kevin, but the Aufnehman just laughed, he quickly knocked Kenny unconscious and threw him to the ground before charging to meet Humongousaur challenge.

He used a Kineceleran speed to zoom at Ben, and his arms turned as hard as a Petrosapien. He held them out towards Ben, letting his hands morph into razor sharp points.

Humongousaur reached out to swat Kevin away, but the points on his hands were sharper and stronger then Humongousaur's skin. The giant Dinosaur-Alien screamed out as Kevin easily went through his hand, shredding it like newspaper, and then through his chest.

He broke off the Petrosapien points on his arms and landed behind Humongousaur in triumph.

"Feel Tena's pain yet?" Kevin spat as Humongousaur turned back into Ben, and he collapsed onto the ground. He walked over and flipped Ben over.

The Hero was gasping for breath, blood tricking out of his mouth.

"THIS IS FOR TENA!" He screamed stomping down on the broken pieces of Petrosapien crystal still in his chest, "THIS IS WHAT YOU DID TO HER!" He screamed louder and stomped down on the crystals again.

Ben screamed out as Kevin shoved them straight through him and into the ground beneath him. Blood sprayed from his mouth, and Kevin savored every drop that soaked into the ground beneath him.

"Bloody impostor." Kevin spat on his face, "Not only took my life away, but Tena's, Owen's, and Gwyn's as well. I hope you burn in hell a HUNDRED times worse then I will."

"Kevin!"

Kevin grinned at the familiar voice and turned around, "Owen."

"Enough Kevin!" Owen snapped, "You got your revenge! Just leave it at that!"

"Oh I'm not even close to getting my revenge." Kevin sneered, "And I don't care how good a friend you are. You try and stop me Owen Tennyson, and I WILL kill you."

Owen held his hand out in front of him, "We'll just see about that."

* * *

DUM DUM DUM!!!!!!!!

Next Chapter: Kevin and Owen square off against each other. What happened to Ben? What happened to Gwyn? And what will happen to Kalvin and Tessa? Find out later!


	3. Chapter 3: Aftermath

CHAPTER THREE: AFTERMATH

Devlin finally managed to raise his head from the rubble his father threw him in. It hurt so much just to blink. The light burned in his eyes from the fires all around him. He could not see straight, the world twisted around him,.

Vaguely, he could make out his real father floating in the air, above an unknown man who looked strikingly similar to his adoptive father. He tried to force himself up, but the pain in his head was too strong.

Kevin looked down at the smaller man with a blank look. The two of them stared each other down, neither one daring to make a move.

Finally, Kevin lowered himself to the ground, and the two of them stood feet from each other, Owen did not flinch. He barely moved a muscle as the tall, lanky, Aufnehman stood so menacingly so close.

Owen looked over at Ben laying on the ground. He was unsure if the Hero was alive or not, and honestly, he did not care. He would fight this battle he could not win, and if he managed to get away alive, he would go after Gwendolyn and get Tena's Omnitrix back. He raised his fists ready to strike.

"Owen. I don't want to fight you." Kevin sneered, it was more sarcastic then anything else.

"Neither do I." Owen actually sounded sincere.

'How is that wife of yours?" Kevin's tone of voice was aimed to hurt, "I'd hate to make those two beautiful children of yours orphans."

Owen did not reply. He felt the pang in his heart, and the thought of Kalvin and Tessa without him burned his mind, but he pushed the thought aside. There was no way he was going down without a fight.

Kevin raised his hand and launched a fireball at the Ex-Necrofriggian. Owen quickly raised a shield of thick ice, and steam erupted around them. Devlin's already blurred vision was completely blocked out by the steam, and shortly afterwards, his consciousness faded as well.

~*~

"Devlin! Devlin wake up! DEVLIN!"

The pain in Devlin's head returned in a whirlwind as his consciousness returned, and the screams and cries of people in the distance filled his ears did not help. He groaned and slowly opened his eyes, there was a white glare everywhere, he could not see anything. He blinked a few times and waited for the glare to die down enough for him to see his adoptive sister looking down at him.

"Gwyn?" He moaned. He let her slowly lift him to his knees, "A-Are you okay? Are you hurt?"

Gwyn smiled, "Me? Come on. Naturally I'm fine. You know, superhuman strength for some reason." She shrugged.

"What happened to the students?" Devlin asked,

"While you, Kenny, and Ben were fighting Kevin, I got them out of here. Most of them are shaken, but alive." She replied, "And are YOU okay?"

Devlin nodded, feeling the pain slosh through his head as he lied.

"Where's Dad?" He asked, referring to his adoptive father.

Gwyn shrugged and pulled Devlin to his feet. The motion almost made him sick, but he sucked it up and followed Gwyn over to where Ben was. There was only a pile of still-warm blood.

"W-Where is he?" Devlin gasped,

"By the time I made it back here, Kevin, Kenny, and Dad were gone." Gwyn explained,

Devlin legs gave out from underneath him and he fell to his knees, "Kenny? He took Kenny?"

"Yeah." Gwyn folded her arms, she closed her eyes and took a deep sigh, "He has…our little brother."

Devlin could not move. What was that monster planning on doing with Kenny? Why would he take the boy?

"My biggest question right now is who's the brunette?" Gwyn asked, without looking at him.

Devlin did not respond. He just looked up at her as she started walking away.

A man lay stomach-down in the dirt. His hair was down covering his face, and there was blood smeared all over him, but his chest was rising and falling mechanically…he was alive. She walked over to him and placed a hand on his shoulder. Owen groaned and slowly forced himself to his hands and knees. Gwyn squeaked and jumped backwards. He looked over at her, and his eyes filled with pain. She blinked and walked back over to him. For some reason, a nostalgic feeling washed over her. She felt as if she should know this stranger.

"There you go." She whispered as she helped him to his feet,

"Thanks." He muttered, falling back into the dirt. He sat there for a few seconds, looking around at the carnage. "Looks like we failed."

"No." Gwyn shook her head, "We're all still alive, and the students got out alive." She looked over as Devlin started slowly walking over, "Its not over yet. All we have to do is track down Kevin, and rescue our brother."

"Our brother." Owen smirked, "Its weird hearing you say that."

"Why?" Gwyn asked, folding her arms.

"Your related to Dad, aren't you?" Devlin asked suddenly.

A small smile stretched across Owen's face, "You can tell?"

"Its not rocket science. You look a lot like Dad." Devlin shrugged,

"I'm his son." Owen shrugged, slowly pulling himself to his feet again.

Gwen looked him over and instantly believed it. But argumentative was something she was famous for, "Yeah right. Sure, you look like him, but you're too old."

"Er…yeah he had me when he was…young." Owen rolled his eyes, "That's not important." He did not have it in him right now to explain everything. Especially when the two would never believe him.

"Devlin and Gwyn, right?" Owen asked, looking at the two of them. They nodded.

"Damn you've grown." Owen smiled, looking over at Gwyn. She titled her head, but he offered no explanation.

"And you are?" She asked,

"Owen Tennyson." He replied, holding out his hand for the girl. She took it and they shook hands. He then turned to offer it to Devlin, who painstakingly shook his hand as well.

"Look. Devlin, your head is bleeding." Owen sighed, stepping forward to check the intensity of the injury, "We'd better get you somewhere you can rest."

"But Kenny!" Devlin gasped, the world was starting to spin again,

"Kenny will be fine. He' s got…" He could not finish that sentence, knowing that was Tena's Omnitrix on his wrist,

"He's got the Omnitrix, Dev." Gwyn finished for him. Owen cringed inwardly.

Owen sighed, "I've got a car parked down the street. Let's go." He turned towards Devlin, "It'll be fine. I've got a daughter around your age. You two should get along."

"Sweet." Devlin said sarcastically, "I'm ten years old, and I have a niece."

Owen turned and started walking off towards his car, the two followed him as well. They walked in silence until Devlin collapsed. Gwyn gasped and ran to his side. Owen seemed to keep his cool. He walked over to the boy and pulled off his vest, ripping it and tying it around Devlin's had, before gently lifting him up bridal style and continuing on his way.

Gwyn hurriedly caught up to him, admired at how calm he was in this situation, "Owen."

The certainty and demand in her voice made him smile. He stopped and turned around to face her.

She stopped and placed her hands meaningfully on her hips, "Where are we going to find Kevin anyway? I mean, he could be anywhere now."

Owen looked up at the smoke-filled sky, and wondered how much of the city Kevin had destroyed by now, "After we put Devlin into the car, you and I will take a look around the city."

"Wait, you're going to let me come with you?" She sounded so shocked that it was almost comical to him.

He looked over at her and nodded, "Yeah. You."

"No offense, but you got your ass handed to you by Kevin. Are you expecting to fight him again?" She asked.

Owen shook his head, "No, I don't. I plan on saving as many people as I can from Kevin's wrath. Are you in?"

She nodded, "Yeah."

Everywhere they went, it was just more ruins. Owen felt a pang in his chest at the horrors left behind by Kevin's rampage. He kept walking until he found his red convertible. Memories soared through him at the near sight.

"Wow. Nice wheels." Gwyn whistled as they approached,

"Yeah. It was a gift." Owen replied as he gently placed Devlin in the backseat of the car and walked around to the drivers side and hoped in, "Hurry up. I'll get this somewhere safe, and then we'll go."

"I hope everything will be alright." Gwyn whispered as she climbed into the car.

~*~

"Hmm?" Kal asked, turning around.

Tessa had stopped and was looking up at the smoke raising from the city in the distance, "I said…I hope Dad's alright."

"Yeah." Kal rolled his eyes, "He's a policeman with ice powers. He'll be fine."

Tessa frowned, "Can't you even pretend to be worried?"

Kal shrugged, "Why worry? I know Dad's gunna kick some mutant ass."

"Whatever Dweeb." Tessa sighed.

Kal turned away from her and kept walking. The truth was, he was worried. He was terrified for his father, but there was no way he was going to say that. Was there even a chance that Dad could stand up against that mutant?

They had finally reached it. Before them was a bridge that crossed a major river that lead into the city. The river churned underneath the bridge as if it was in a hurry to witness the pain and suffering erupting nearby.

The ground shook slightly. Kal gasped, and Tessa squeaked as she fell to the ground. She closed her eyes and balled her hands into the dirt, "Kal! what was that!"

Kal did not respond. He was looking around, small cracks seemed to appear in the dirt, and the water looked as if it sped up

"Um…come on." Kal said, his voice slightly shaken, "Mom's just on the other side of this bridge."

Tessa looked up. She could see the downtown core of their tiny town across the bridge, and could see the hospital raising out from the buildings, "R-right." She stood up. There was no way she was going to let a eight-year-old show her up.

They started across the bridge.

Tessa quickly ran to her younger brother's side. He looked at her with amusement, "You scared?"

"No!" She said quickly, "I just don't want you to be scared."

Kal rolled his eyes, "My hero."

The ground shook again, but this time, more violently. Tessa screamed and fell backwards. Kal gritted his teeth and grabbed the railing of the bridge. He looked around as he saw large cracks burst forth from the ground around the bridge.

"Oh…" Kal muttered, he turned towards Tessa, "RUN!"

She forced herself to her feet against the shaking and broke into a run as fast as she could for the other side of the bridge. Kal chased after her.

Tessa felt the bridge tremble beneath her, she screamed and pumped her legs harder. She squeezed her eyes shut, and barely noticed her body go intangible. She heard the bridge give a loud groan, and then a loud cracking noise filled her ears. She kept her eyes closed, ignoring the tingling feeling of pieces of the bridge going through her. She could no longer feel anything beneath her, but her intangible body kept going straight. She did not stop until she could feel the solid dirt road underneath her. She slowly opened her eyes.

"Aha!" She cheered, pumping a fist in the air, "We did it Kal! We made it!" She whirled around, "Kal?"

The bridge was completely gone. The ground gave a final groan, and then the shaking stopped. She gasped and slowly walked over to the edge of the road, where the bridge once rested. Pieces of the bridge were floating rapidly away in the current.

"KALVIN!" She screamed. There was no answer. There was no sight of her little brother anywhere.

~*~

Kal barely had time to comprehend what was happening. The last thing he knew, he was following after his sister as she went intangible, and then the next, a sharp pain soured through his body as he hit the water. The current instantly pulled him under.

Fear overtook him, and all he could think about was to kick for the surface. His heart rate sped with his fear and adrenaline took over, forcing his need for air to be even greater. He pushed for the surface, momentarily breaking through, but the current would not allow him to be above for very long. Before he had time to take a good breath of air, it pulled him under again.

His lungs burned with the need for air, and he felt his limps grow heavy. Something hit him in the side, and he gasped without meaning to. Water filled his lungs, and he quickly grabbed into the large cement slap from the bridge that had hit him. It floated back up to the surface, pulling him with it. He broke free, gasping for air.

The slab slammed into the shore of what looked like a dump. He quickly took the chance to grab a broken pipe sticking up over the water, and pulled himself onto the rubble. Instantly, he expelled as much water as he could, coughing and hacking until air could finally enter his lungs. The adrenaline faded, and he suddenly felt tired. His arms gave out from underneath him, and he fell onto a large flat platform a little ways from the river.

~*~

With one final use of his stolen powers, Kevin finished constructing a giant tower where Ben 10, 000's headquarters used to be. The tower ran high up into the sky, and the survivors of the town looked up in terror as the Aufnehman looked down upon them.

"People!" Kevin called down to them, his voice booming over everything else, echoing on every TV, radio, and internet site around the world, "I am willing to forgive you of your mistakes, and let you live on one condition! You are now ALL my slaves. The entire EARTH shall be my domain, and if you want to live, you all must bow down before me! Do it now! Bow down or face my wrath!"

At first no one moved, they were all frozen in their spot. Kevin grinned a dark and evil smile and pointed at one person. The person exploded, sending body parts flying over the people around them. Instantly, all the people in the city dropped down on their knees and bowed before him.

Kevin laughed loudly.

"You won't get away with this!" Kenny screamed, struggling against Kevin's grip. Kevin held the boy tighter, to the point that Kenny gasped, and laughed again.

"What are you going to do boy?" He sneered.

Kenny growled and reached up for his Omnitrix, but Kevin roughly grabbed his other hand, he dangled the boy in the air by both arms. Kenny screamed and struggled, trying to break free and grab his Omnitrix.

"I can't have that." Kevin replied, he let his arm lengthen into a spike again, "Because I want that bastard Imposter to even suffer from the grave"

Kenny's eyes widened as he saw the spike, and Kevin just laughed.

With one swift movement, he sliced off Kenny's hand. Kenny screamed loudly as his arm fell from Kevin's grip, blood pouring down to the ruins below. Kevin laughed at Kenny's screams in pain. He looked down at the hand, still having the Omnitrix wrapped around its wrist. He smirked and dropped it down into the ruins below before reaching over and grabbing Kenny's face.

"Well, 'Ken 10'?" He whispered, "You don't like that pain do you? That agonizing pain…oh but I can promise you a hundred times worse."

Kenny cried out, squeezing his eyes shut as tears dropped from his eyes.

"Oh Kenneth." Kevin sneered, "Do you know what?"

Kenny just looked at him with a look of pure agony and fear.

"That's right!" Kevin answered, "Do you know how easy it is to brainwash someone? All it takes is a little control and fear, and in no time, you can have a mindless slave who lives just for your very orders."

Kenny bit his quivering lip, but no word would come to mind over the pain.

"By this time next year, you will be my slave." Kevin laughed, "Imagine that! The son of that dreaded impostor my slave? That will show him for killing Tena!"

He turned and suddenly threw Kenny threw a window of the tower, and followed in after the boy.

~*~

Kal opened his eyes, he still felt weak, but it was getting dark, and staying by the river for the night did not seem all to interesting to him. He pulled himself up and clenched his jaw tight.

The river was polluted with blood.

He turned around and started climbing the rubble of the dump. He hoisted himself up from one slap of concrete, to other pieces that looked like they had come from buildings. He pulled himself up onto a tall ledge and reached up to the other, and stopped.

His hand had touched something that felt like another human. He smiled, "Hey!" He waited for an answer. When none came he called again, "I need help! Can you help pull me up?"

There was still no answer. He growled, "Oh come on!" With a sigh, he backed up and charged for the ledge above, managing to pick up enough speed to jump up onto the platform. He sat there panting for a few seconds before looking up.

"No wonder you did not answer." Kal whispered, the shock clear in his voice.

A human hand rested on the ground in front of him, blood pooled around the hand, staining…

"WAIT!" Kal gasped, running forward and picking up the hand. He ignored the fact he was holding a severed human hand as he flipped it over and looked at what was wrapped around the wrist.

It was that weird watch Dad kept locked in his office. The one that was completely off limits to him and his sister. He eyed it suspiciously, but what was it doing here? Why was it out here and not in Dad's office? It had to be the same one, it even had the scratch on the side that was clear as day from the where it was displayed in Dad's office.

"Weird." Kal whispered. He reached out to touch it, but as soon as his hand got close to it, it detached itself from the wrist, and jumped up at Kal.

Kal screamed and fell backwards, falling off the ledge and down to the one below again. The watch had wrapped itself around his wrist, he gasped as he hit the ground below, the fall knocking the wind out of him. He coughed and rightened himself, looking down at the watch.

"Huh?" He said. He grabbed at it and tried to pull it off. The thing did not move. He bit his bottom lip and reached out for something that looked like a stick, and tried pushing it under the watch to pry it off, it did not budge.

Panic spread through him, and he pulled vigorously at the thing, but it felt as if it was attached to his skin. He looked up to the ledge he had fallen from, "Dad would know how to get it off."

He jumped up to the ledge and continued to climb until he reached the top of the junk pile. His small, exasperated body fell limp to the ground as he looked out before him…

…This was no dump. It was the heart of the City.

He looked out in shock, the watch on his wrist momentarily forgotten. He looked out at where Ben 10,000's head quarters had once been, but instead there was a massive makeshift tower, stretching up into the sky above.

He gritted his teeth, "Yeah right… 'what's the worst that could happen?' She should know to NEVER say that."

~*~

Dana Lyn roughly dropped Ben's limp body on the floor. She turned around angrily and kicked him hard in the ribs.

Ben could not move, he no longer felt his chest injuries. He tried to move his arm, his fingers, anything… but nothing would obey him.

"Don't like that?" Dana Lyn sneered, "Good. Because I don't like failures."

Ben looked up at Dana Lyn, her orange hair looked more like red as she towered over him, raw anger filling her eyes. "Speak." She snapped.

Ben felt the pressure in his jaw lessen, and he opened his mouth, he could move his jaw and tongue around freely now, though nothing else was working, "I-I was not expecting Kevin Levin to have become so powerful."

"And I was expecting you to do YOUR JOB!"

"I was trying, ok? Its just not as easy to find her as you might think." Ben snapped,

"Shut up! Don't you think I don't know that by now?" She kicked him hard in the ribs again. He coughed, but could not move to defend himself.

She sat down in front of him, "Game Over…"

She snapped her fingers, and 'Ben' disappeared, revealing a blond haired man with sharp blue eyes. She grinned as he looked up at her with sheer terror.

"Have mercy…" The man whispered.

Dana Lyn smiled and her tail raised into the air, hovering above his throat, "Good bye…Collin."

* * *

Now what's the story with that huh? Dana Lyn is desperately trying to track down Ana, and the Impostor, is the impostor dead? What will happen to Kenny? Will Devlin and Gwyn save him? And what will happen to Kal? Stay tuned to find out…


	4. Chapter 4: Omnitrix

A/N: I am Canadian, so if I mess up some of the American topography, I am sorry, I Google-Mapped the area around Mt. Rushmore - I think I remember Ben 10, 000's headquarters being there. So if I'm wrong, don't be too mad.

* * *

CHAPTER FOUR: OMNITRIX

Collin squeezed his eyes shut, expecting to feel the searing pain of death…but nothing happened. He stayed put for a few more seconds, before opening his eyes.

He saw Dana Lyn's tail puncturing the ground right beside his head. He let out a sigh of relief and looked up at her. She had an evil and almost mocking smirk across her dark face. She bent down and grabbed his chin.

"I could still use you." She smiled. Collin did not reply. She released him of his mental hold, and he felt the pressure on his body lessen. He grumbled and straightened out, stretching the kinks in his body.

"You were the one who called me initially." Dana Lyn sighed, snapping her fingers. The ground raised up to form a stone throne behind her. She sat down and crossed her legs, drumming her long nails against the arms, "You called me shortly after 'Tena' appeared."

"Yeah, that exchange student or something." Collin replied, rubbing his jaw where Dana Lyn's nails held,

"You heard those three talking about me, and you heard about how powerful I was." She sneered, "You thought that I could help you win the love of your life."

"Her cousin would never be 'the love of Gwen's life'." Collin snapped,

"Really?" She replied, a tone that instantly made him second guess himself.

Dana Lyn leaned back in her chair, "You asked me, 'for a way to instantly be the one closest to her heart'. Which to Gwen, was her family, her cousin Ben."

"That's not what I meant." Collin complained,

"And wasn't it perfect? I mean, the Hero disappeared, so it wasn't hard to constrict a lie for you wasn't it?" She laughed. Collin just lowered his head, but she wasn't done talking, "So I gave you the perfect lie, a new body, and the key to Gwen's heart."

She got up and started walking towards him, "But you didn't have any money. So I asked you to repay me in a different way."

"Gwen always said she did not want to talk about it!" Collin argued.

Dana Lyn did not seem to hear him, "I asked you to do one simple job for all my time and effort. I was pretty lenient on you."

"But!"

She was instantly in front of him, he barely saw her move. Dana Lyn gently placed a hand on his lips, "Collin, think of this as…a mob case. You borrowed money from the Don…now what happens if you don't repay that money?" Collin's eyes widened. But she did not give him time to answer, "That's right! We have big trouble if you don't repay the Don."

She stepped back, placing her hands on her hips, "Well?"

"I did do the first job you gave me!" Collin argued, "I-I killed the real Ben Tennyson!"

"Did you?" She asked, a sharp tone in her voice.

Collin fell silent.

She turned away from him, "Tsk, Tsk. It does not matter, I gave you a new quest, and you failed that too." Dana Lyn glanced back, "However, I am willing to oversee this yet again."

Collin looked up in shock and surprise.

A sly smile stretched across her face, "I like you Collin. Its nice having a minion that I don't want to kill on sight."

He blinked, and she was in front of his face yet again. She wrapped her arms around his neck, "And you should be grateful I don't want to kill you on sight."

He nodded.

"You don't even flinch…" She smiled, grabbing a lock of his blond hair, it turned brown once again.

Collin closed his eyes as his appearance was instantly replaced by that of Ben 10, 000 again.

"I will bestow upon you a ship." She whispered into his ear. She gently nibbled on his earlobe and smiled, "Collin, no - Ben. You have up to eight years to find Anastasia. Any longer, and my patience will run thin."

"With my reputation, I can't just let out word in the underworld to track her down." Ben snapped,

"No?" She smiled, "Then ask your 'grandfather'."

Ben was about to question her, when she stepped back, and vanished without a trace. He let out a sigh of relief and fell to the ground.

…He managed to stay alive….for now.

~*~

"KAL? KALVIN!" Tessa screamed, looking down at the churning waters as if that was going to bring her brother back to her. "Oh no…not good! I… I have to get help! Mom! Mom would know what to do!"

Her small, ten year old mind could not comprehend what was happening. Tears bubbled down from her eyes. She turned around and fled to the one person all children run to when they were scared.

Except for her, it wasn't a warm home, it was a cold hospital.

Tessa burst into the hospital room their mother was in. She expected to see her mom, sitting up drinking tea like she always did, reading Soup Opera Weekly, or brushing her long brunette hair…instead she found a frail-looking, skinny bald woman, lying in bed looking up at the ceiling.

"M-Mom?" Tessa asked.

The woman looked over and a smile stretched across her pale, thin lips, "Theresa? Oh my darling…come to Mommy's side."

Tessa ran over to the bed and gently grabbed her mother's frail bony hand, "M-Mommy!"

Mom reached up and wiped a tear from her cheek, "Awe…baby what's the matter?"

"I-Its everything!" She said, exaggerating, "First Dad disappeared to go help fight Kevin Levin, then Kalvin fell in the river and I can't find him!"

"W-what!" Mom gasped, she tried to lean up, but fell back coughing,

"Mom!" Tessa screamed.

A nurse ran into the room, roughly pushing Tessa aside. She stood there awkwardly as they calmed her mother down.

"I'm sorry." She said after the nurse left.

Her mother just smiled and grabbed her arm, the IV making her drowsy, "Its not your fault Tessa…" tears rolled from her hollowing eye sockets. She coughed before continuing, "Do me a favor…go look by the river for your brother…do not get to close…and don't fall in."

"And Dad?" Tessa whined,

"Your father will be fine." She promised, "I know Kevin will not kill him."

"How do you know?" Tessa cried,

"Because…your…father…and…Kevin…are…" But she faded into unconsciousness before she could finish talking.

Tessa waited a few minutes, just looking at her sleeping mother in agony. No wonder Dad did not want them to visit her…she definitely was not the woman she remembered, the strong, beautiful woman that used to carry her in her arms and sing softly too…

"M-Mom…" Tessa cried.

"You should go now." A nurse said, pulling Tessa from the chair, "Go home. Its too dangerous to be out and about."

"B-but!" Tessa cried,

"Your father is probably worried sick." She snapped, pushing Tessa from the room.

Tessa had no idea how she left the hospital through the tears clouding her vision. It felt like her entire world was falling apart, and there was nothing she could do to stop it. She somehow found herself by the river again, and she collapsed at its bank.

Mom…Dad…Kal…none of them were here. She may never see Dad or Kalvin again…

What did Mom know anyway? There was no way a small town policeman like Dad, could stand a chance against Kevin 11,000. But there was always a chance that Kevin would not notice him?

She sighed and looked at the rapids. At least she could try and find her brother. She got up and walked over to the riverside, using her ice powers, she froze a section in the middle, thick enough for her to easily walk on. She jumped down on it and followed the river down, looking everywhere for her little brother.

~*~

When Devlin woke up, he was alone. That strange Owen guy was gone, as well as Gwyn. At first, fear ripped through him as he fought to remember what happened, but it did not take long for the memories to come flooding back…

Him and Kenny were looking for Gwyn…

…the school got attacked…

…Dad fought Kevin 11,000...

…Dad lost to Kevin 11,000...

…Owen fought him…

…Owen lost…

…then Owen took them away to a safe place…

But where was this safe place?

He leaned up and looked around. He was in the back seat of a red convertible mustang. It was a nice looking car, but was dented, and the paint was peeling in a few places. It was dark, but the rim of light coming from a large door told him he was in a garage.

He stood up and hoped out of the car. Devlin walked over to a wall and scrambled for a light switch. There was no power in the garage…so there was no electricity here.

"Darn." He thought, "Can't absorb that."

He walked over to the garage door and pulled it open. Moonlight poured into the garage…so it was nighttime now? Last thing he remembered, it was sunset…so he must have been out for a while.

There was a lot of auto parts and strange Alien Tech littering the garage, though it looked as if all the good stuff had been ransacked. He frowned and looked around, outside was a mailbox that said, 'LEVIN'.

He frowned. Where was this place? He left the Mustang and walked out into the road. Everything was in ruin. It looked as if a hurricane AND a tornado had hit simultaneously. There was no other sound, the people who lived here were either slain, or fled. But it was clear from the rubble, that he was in a residential area.

The sound of a river caught his ear. Was there a river nearby? He had never noticed over the sound of the city life.

He walked towards it, following the sound of churning waters. Everywhere he went, there was signs of chaos. A car was smashed into a pole to his left, the engine still burning, people lay slain on the ground in result of the resent massacre, buildings were nothing more then dust…

But it was too quiet. Had Kevin really killed everyone? Wouldn't there still be sounds? Any sign of life whatsoever?

Then he heard it. Very softly and from a distance. He turned and looked up the river, it was the sound of a girl's voice. He bolted in that direction, and soon he was able to make out the sound clearly…

"Kalvin! Kal where are you! Answer me Kal!"

~*~

"I'm sorry Milady, but we just got a transmition from the Keystone Spaceport." A small, slimy, blob-like alien said, his voice sounded as if he was talking from underwater, and bubbles sprouted from his mouth with every word. He turned from the wheel and looked behind him, "They are denying all traffic at this moment in time, and are directing it away to the Custer State Park Airstrip."

The woman drummed her fingers against her chair, "Hm? I wonder why they did that. Oh well, Custer is not too far away from Keystone."

"Shall I land then? We're not too far from Custer State Park Airstrip." The Pilot asked,

The woman nodded. Pulling the cowl of her hood high above her face.

The Spaceship landed gently on the airstrip, and the pilot skillfully directed it into a parking stall, before the woman raised from her seat. The pilot hurried over and opened the door for her, leaving a trail of slime behind him. The woman stopped just after leaving the craft and turned around, "Oh, and Gobo, remember to pick up after yourself while I'm gone."

The slime-alien looked behind himself at the trail and frowned. He sighed and reached for a mop, as the woman turned and hurried away.

The woman stopped outside her spacecraft, the door on the craft next to hers was open, and another woman was standing in the doorway, looking at Gwendolyn with a look of sheer amusement. There was something strikingly familiar about that girl. But she did not have time to ask questions. The woman went back inside her spacecraft, and Gwendolyn walked down into the parking lot.

She walked up to the main building of the airport. There was a mob of angry customers outside the door, all fighting to get in. Airport personnel stood between the angry mob, and the locked doors of the building.

She frowned and pushed her way through them until she stood right in front of the workers. She stared at one and snapped, "What is the meaning of this?"

"You're just going to have to wait for further information as well miss. Please calm down and wait." His voice was exasperated, stressed by the busy crowd.

"Wait for what?" She snapped, stepping forward,

"Get back ma'am." He replied, pointing a tazer at her.

The woman frowned and a jewel on the woman's arm glowed. The tazer crumpled in the man's hand. The woman stepped forward and grabbed his arm, pulling back her hood with the other hand.

"I'll only ask one more time." Gwendolyn snapped, "What is going on?"

The man's jaw dropped, he turned to the others, and they all nodded. He turned back to her, face paling suddenly, "There has been an attack in Keystone. We do not know the extent of the damage, but since it was Kevin 11,000...we are expecting many casualties."

"Kevin!" Gwendolyn gasped. The man nodded.

"Let me in. I want to ask permission to fly to Keystone."

The man nodded and moved aside for her to enter.

Gwendolyn bit her lip…what had she missed while she was on Zoroaster? And why did her cousin not do anything about it? There was no way Kevin could defeat Ben right?

Memories of their life before…that incident…rang through her head. She desperately missed the times that they would all hang out for smoothies, and missed Kevin's arm around her even more.

She just hoped she was not too late…

~ * ~

"Are you alright?" Devlin gasped, helping a girl from a slab of ice, to the shore. She shivered and nodded. Devlin frowned, "What the hell were you doing out there?"

"I'm looking for my brother." She explained, "Kalvin…he fell into the river and I can't find him." Her big green eyes were full of tears.

Devlin frowned, "What's your name?"

"Tessa Tennyson." She explained,

"Tennyson?" Devlin smirked. She nodded, apparently used to the joke.

"You?" She asked, rubbing her arms,

"Devlin Le…Tennyson." Devlin replied. He would hate for anyone other then Dad and Kenny to know his connection with Kevin Levin.

"Your Devlin Tennyson!" She gasped, her expression turned right around. She beamed at him with such excitement, that he momentarily forgot about everything else. She walked right up into his face, clenching her hands into happy balls, "The Devlin Tennyson? Ken 10's sidekick?"

Devlin glared at her, "Sidekick?"

Tessa smiled, "Yeah! I've read every magazine, and every news article about you, your brother, and your Dad! I am your number one biggest fan!"

Devlin rolled his eyes. He still wasn't completely used to fan girls.

She turned away from him and ran a few steps away, "Its always been my dream to one day grow up big like my Daddy and become a Plumber!"

"You're a Plumber's kid?" Devlin asked,

She nodded, "You know that Ice Chunk you pulled me from? I made that. I have Ice Powers." She sounded so proud of herself that Devlin had to smile. She held out her hand in front of her, and a soft blue light seemed to engulf it. "Wanna see?" Devlin nodded.

She shot a beam of ice at a gnarled tree, and it instantly froze. Devlin stared at wonder. She walked up to him, "And that's not all! Watch!" her body went invisible. He gasped as in a moment, she disappeared.

"Whoa!" Devlin cheered, "What kind of Alien was one of your parents?"

"Both human." She smiled, "But Daddy's a lot like me. He has Ice Powers as well. So I'm thinking one of my grandparents were alien."

Devlin nodded, "You could actually prove useful as a Plumber. How about coming with me and we'll track down Gwyn and Owen. Gwyn would know what to do."

"Owen!" Tessa gasped, "Owen is my Daddy's name."

"Owen Tennyson?" Devlin questioned, folding his arms,

"Yeah." She nodded, "I'm his daughter."

Devlin frowned, "Wow. Coincidence much? Come on, he's with my sister."

Devlin turned around and started off back into the ruins of the town. Tessa looked back at the river and frowned. She could be searching for the rest of her life at this point…and never find him. She sighed and followed Devlin into the ruins.

She sped up, until she was walking right next to him, brushing against his arm as she looked at the horrors around her. "Daddy is suppose to be out there somewhere right?" She asked. Devlin nodded.

"I bet that nasty Gwendolyn never showed up." Tessa stuck out her tongue as they passed into what was the residential area.

"Hey? What's wrong with Gwendolyn?" Devlin shot,

"I used to be HER biggest fan." She said in a huff, folding her arms, "But then one day, she came over, and stole some stupid watch from Dad. He was so upset about it…I hate seeing Daddy sad."

Devlin stopped in his tracks, "Aunt Gwendolyn stole a…watch from you?"

"Yeah, about a week or so before Ken 10's birthday. I don't know what the deal is with that, but Daddy said it was a very special and important watch." Tessa sighed, "Then, shortly after Ken 10's birthday, I saw a magazine article with him wearing my Dad's watch. So I'm betting Gwendolyn stole it to give to Ken 10 for his birthday."

Devlin frowned, "A watch you said?"

He looked slightly worried. But turned and continued on his way, refusing to let the girl see his worry. Was that second Omnitrix stolen? And did Gwendolyn really steal it? He glanced over at the girl. She was walking happily next to him, her hands folded behind her back innocently. She did not look like she had a reason to lie.

"DEVLIN LEVIN!"

Devlin flinched and looked up as Gwyn ran over to him, throwing her slender arms around his neck. Devlin coughed, "Gwyn…superhuman strength…chocking."

Gwyn smiled and released him, "Sorry. Forgot about that. Now where the hell where you?"

"Theresa?" Owen gasped, running past the two and squatting down in front of his daughter, "What on Earth are you doing here?"

"Daddy!" Tessa cried, throwing her arms around his neck, "Its terrible! There was an earthquake…and Kal fell in the river and then Mom told me to find him, and your covered in blood! And…"

"Back up." Owen gasped, "Kalvin fell into the river?"

"The Earthquakes could have been caused by Kevin 11,000 building his tower." Gwyn said thoughtfully.

A look of pure worry and pain stretched across Owen's face, "Kal…that river is too fast…what if…"

"This is Kal we're talking about Dad." Tessa laughed, flipping her hair off of her shoulder, "He'll be fine."

Owen did not look convinced. He turned away and looked up at the burning sky, "It appears Kevin went back to his tower…his rampage is over."

"Then we should get out of here." Gwyn nodded,

"But what about Kal?" Tessa asked,

"And Kenny!" Devlin finished.

Owen looked from on exasperated face to the other, "First things first. We get somewhere safe, rest up and repair our injuries, drop Tessa off at home, regroup, and THEN we go rescue Kenny."

"But I want to help too!" Tessa whined,

"There is no way in hell your doing that." Owen snapped.

Tessa fell silent. Owen usually tried his best not to swear or anything like that around them. She could see the tense look on his face. But she was not going to give up…she'd let him have the benefit of the doubt right now, but she was not going to be left behind.

Owen lead them back to his car and climbed into the driver seat, Gwyn jumped over the door and nestled into the front passenger seat, allowing the two kids to jump into the back. Owen sighed, right now, with what was all going on, the condition of the roads was the last of his problems.

"Hang on, and buckle up." He warned.

The Mustang had no problem rolling over the broken streets. Its previous owner had put a lot of money into customizing it the was she had. Owen bit his bottom lip, he was always wondering when the 'previous owner' was going to come back for it.

They rolled around the backstreets, avoiding sight from the tower at all times.

"Aunt Gwendolyn?" Devlin gasped.

The others in the car looked up at the tower, just in time to see Kevin 11, 000 knock someone from the sky.

"Hang on." Owen snapped, turning the car around, and heading straight for the tower.

~ * ~

Gwendolyn had finally reached Keystone. It had not taken long, since she flew there. But when she finally reached there, she had no idea she was really in Keystone.

What she thought she was in, was a graveyard.

Gwendolyn headed straight for Ben's headquarters. At least there she might get some answers…but that tower, was it always there? And wasn't Ben's headquarters right there?

She stopped as she reached the tower and hovered in front of it. This was not good by any stretch of the imagination. Where was her cousin?

Something hit her in the stomach and she screamed as the force knocked her from the sky. She managed to right herself before hitting the ground, but the front of her outfit was destroyed.

Kevin floated out from his balcony with a laugh, "If it isn't Gwen…long time no see, 'darling'."

Gwendolyn sneered at him as he approached. She quickly flew back from him.

"What's the matter? Afraid of me?" Kevin sneered, he placed his hands meaningfully on his hips, "Or is it just regret for betraying Tena and trapping me away?"

Gwendolyn did not reply. She was full of regret for doing that. But she finally shook her head, "Tena was an impostor! You were being tricked by her beauty!"

Kevin's face twisted into an evil glare, "Tricked? By Tena?" He flew up right next to her, and before she could move he grabbed her throat, "Tena was our FRIEND! Your COUSIN! We fought by each others sides for so long…" he let his thumb rub against her cheek, "But you destroyed that now. You picked the impostor and let him kill Tena."

There was something in his eyes that Gwendolyn did not recognize. A fierce, ugly, determinate evil that had grown within him in his years locked away in the Null Void. She looked up at that familiar face and realized that it did not look so familiar anymore.

Kevin threw her roughly to the ground. She gasped as the air was sucked out of her lungs upon impact. He laughed darkly, ready to strike the final blow…

"HEY!" A voice called, "Leave her alone!"

Kevin looked over and saw a familiar face, or at least a face he thought was familiar.

"Ben?" He gasped, as he stared down at what looked like the ten-year-old version of Ben.

Kal ran over to Gwendolyn's side and helped her to her feet.

"Kal? What are you doing here?" Gwendolyn gasped,

"Um…let's not worry about that now." Kal said hurriedly. He turned back and looked at Kevin, who stared back with a smile of acid.

Kevin shot a beam of energy at them, and Gwendolyn quickly rose a shield around the two of them.

"Run kid!" She snapped.

Kal quickly dodged out of the way from the attack, as Gwendolyn's shield broke, and she fell to the ground.

Kevin laughed, and prepared to attack again. Kal raised his fists, feeling completely useless and afraid.

"Wait." Gwendolyn gasped, forcing herself up from the ground. She walked over to the boy, "That thing on your wrist…where did you get that?"

"It belongs to my Dad." Kal shot, "You had NO right stealing it."

Gwendolyn frowned, "No! It belonged to my cousin's impostor! It's a fake Omnitrix."

Kal blinked, "Yeah right."

"Well, technically, I don't know who is the real one." She looked downcast as she spoke, "But nonetheless, this is a working Omnitrix, like Ben 10,000's…but with failsafe measures." Gwendolyn never fully understood that. Shortly after Ben came back from Vilgax's place, he did not seem to have any limiters or failsafe mechanisms at all in the Omnitrix. He claimed to have gotten through them on Vilgaxia.

"This one though, does have failsafe…so I'm going to make you, 'Go Alien' and you have ten minutes to get out of here."

"Ten minutes?" Kal asked. Gwendolyn nodded. She reached up and pressed a button on the strange watch, and the dial raised up. Kal flinched in spite of himself, but watched in awe.

The strange watch was making beeping noises that reminded him of a lousy alarm clock as Gwendolyn rotated the dial, and pressed it down.

A tingly feeling washed over Kalvin, and he suddenly felt his body change, he felt his legs and arms grow longer, and felt his tailbone stretch into a long tail. His skull pushed through his head and solidified into a strange mask, and his fingers fused together to form claws. When he opened his eyes, he was no longer 'Kal', but he looked and felt like someone else…a small, blue alien with balls for feet.

"XLR8." Gwendolyn smiled.

XLR8 looked himself over and smiled , "Cool!"

"Go. Get out of here." Gwendolyn ordered.

XLR8 shook his head, "Lets BOTH get out of here."

XLR8 turned to dash away, when Kevin was behind him. He turned the other way, but the Aufnehman was there as well. The alien backed up, "Uh… Gwendolyn?"

Gwendolyn did not respond. She quickly got up to attack Kevin, shooting an energy beam at him, he moved too fast for her attack to hit him, and then countered with a swift upper-cut to her chest.

Gwendolyn screamed as his attack sent her backwards. He then quickly moved and grabbed XLR8's leg, throwing him to the side easily as well.

Kal hit a broken wall behind him, and the wall crumbled upon impact. He went soaring through it and hit the ground behind, turning back into Kal.

"Kal!" Gwendolyn gasped, trying to force herself up. Kevin stomped down hard on her back. She screamed and collapsed underneath him.

The Mustang roared up the road. Kevin quickly jumped back as it headed towards them. The car stopped between him, and Gwendolyn and Kal.

Owen jumped out of the car, quickly shooting a ball of ice at Kevin. The Aufnehman easily batted it aside.

Gwyn reached over and helped Gwendolyn up, and Tessa ran to Kal's side. She helped him up, and he looked down at the Omnitrix, waiting for it to recharge.

Owen looked up at Kevin with distaste, "Ready for round two?"

"Whenever you are, Tennyson." Kevin sneered.

* * *

Ok, so I have a friend that is willing to make a website for the 'All I' Series. It will have pages for Character Bios, Histories, art work, cover pages, upcoming chapter previews, and of course, the chapters themselves, and more.

But only if it gets enough support. She does not want to make it for only a few people, so what do you think? I personally think it would be AWESOME to have a website.

Oh? And anyone remember the guy that asked Ben to ask his cousin if she'd like to go on a date with him in the first chapter of All I Have To Give? Collin, yup. He also appeared behind a corner while Kevin, Gwen, and Julie were talking about Dana Lyn.

Coming up, the truth comes out for Gwyn, Devlin, Kal, and Tessa. Everything gets revealed about Tena, Ben, Kevin, and Demetrius. How will Gwyn take it as they are about to fight yet again, a battle they cannot hope to win?

Kevin is already frustrated, will he go easy on our heroes? Find out next time!


	5. Chapter 5: The Truth, Revealed

A/N: Sorry, I got stuck and had to wait for Rygel-n's help. She kind of dropped off the face of the planet for a while, no one could get a hold of her. If you find her on Deviant Art…check in to see if she's still alive. Only kidding, I finally managed to track her down - after she stopped answering her phone calls and stopped going on MSN - and she gave me the advice I needed…wouldn't help me write it, but gave me the advice.

* * *

CHAPTER FIVE: THE TRUTH, REVEALED

Kevin easily swatted Owen away, but to Owen, the hit felt like a hurricane hit him. He went soaring backwards and into a chunk of cement protruding from the road. He felt something crack, and the air instantly escaped him. He fell to the ground coughing.

"Dad!" Tessa gasped. She ran forward, just as Kevin launched a beam of energy at the Ex-Necrofriggian. She raised her hands and quickly froze the moisture in front of Owen, to create a thick shield.

The beam hit the shield, and Owen quickly dodged out of the way before it shattered. He jumped to his feet and launched a thick ray of ice, encasing Kevin completely within a frozen tomb.

Kevin's face twisted into a smile, and the ice shattered. Gwyn jumped up and kicked him hard in the stomach, But the Aufnehman barely felt it. He just grabbed the girl and gently pushed her aside.

"He doesn't want to hurt me?" Gwyn whispered as she fell towards the ground. She landed on her feet right beside Gwendolyn.

Gwendolyn looked thoughtful, maybe they could use Kevin's weaknesses to their advantage? Apparently he did not want to hurt Gwyn, and none of Kevin's attacks towards Owen were aimed to kill. She could judge all the Mana behind his attacks…they were not even a fraction of what he used on her earlier. Maybe that's why Owen was still standing?

Owen panted as he regained his standing. Blood streaked down his back, and he swore there was a broken rib somewhere in his chest, but that was nothing that could hold him back. He charged at Kevin, stopping before him to launch another ice attack, right as Gwendolyn launched a beam of Mana. The two attacks collided, with Kevin in the middle.

He merely just held out his hands and pushed back the two attacks, holding their power within his hand, he pushed them past each other, and let go, letting Owen's attack soar at Gwendolyn, and Gwendolyn's attack aim towards Owen. The two barely managed to dodge the others attack.

Kevin growled as he raised into the air, "Owen, I will give you this one last chance at survival. Take Gwyn and get out of here."

Owen stood his ground, grimacing against the pain in his back.

Kevin snarled, "I'll give you until the count of three, Owen…The last thing I want to do is to kill one of Tena's children…"

"Eh?" Kal asked, looking up from where he was kneeling, he looked over at Owen, and saw his face twist into a look of agony. He looked down and tapped the strange watch-thing, "Come on! Work already!"

"One." Kevin counted slowly.

"Tessa." Owen whispered. The little girl looked up at him, he did not look back as he kept his eyes glued to Kevin, "Get your brother and get out of here."

"W-What about you?" She whispered,

"I'll be fine. Just go." Owen snapped.

Tessa nodded. She turned around and ran back to where her brother sat, "Come on Kal! Let's go!"

"Two." Kevin said.

"Hang on." Kal snapped, as the dial went back to green. He smiled, "Yes!"

"What are you thinking?" Tessa gasped, "Kevin's too mean to fight!"

"Says who?" Kal snapped,

"And you could not do this too those bullies?" Tessa sighed, exasperated, "Come ON KALVIN!"

"Tess, get out of here." Kal snapped, pressing the button on the dial.

"Hey!" Devlin smirked, stepping up beside Kal, "Don't forget about me." He grabbed a piece of metal protruding from a broken fence. He let the metal coat his entire body.

Kal nodded and pounded down on the Omnitrix.

He felt his body transform yet again, felt himself become someone else…

Within seconds, Four Arms stood there, ready to fight.

"You….boys!" Tessa growled. She sighed and ran out after them.

"Three." Kevin sneered. A wicked grin escaped him, and then less then a fraction of a second later, he was gone.

Owen braced himself, but he could not match Kevin's speed. The Aufnehman was in front of him before he could even blink. Kevin raised his knee into Owen's stomach with such force the man doubled over. He then pounded on his back, right between his shoulders. Owen gasped as he hit the ground in front of his old friend.

Kevin instantly turned around and launched beam of energy at Gwendolyn. She screamed as a force like nothing she had ever felt before hit her. It raised her into the air, and threw her down onto the ground next to Owen. The power of the blast burning away bits of her hair and searing her clothing.

"Dad!" Four Arms yelled, running out into the fray. He went behind Kevin and reached out to punch him, but Kevin was too fast, he turned around and grabbed Four Arms fist, "Foolish."

Four Arm's eyes went wide as Kevin threw him back, as if he was a rag doll. Tessa launched a ball of ice at Kevin, but he easily brushed it off. Devlin ran forward to strike, but Kevin hit him back so brutishly, he broke through the metal coat as he threw him back.

Devlin fell to the ground with a groan. He looked up as Four Arms rushed forward, but was thrown back just as easily, he hit the ground and turned back into Kal. It was no use…none of them stood a chance against Kevin.

Kevin stepped forward, ready to give the death blow to the children. Devlin closed his eyes, ready for the attack.

"Daddy!" Tessa screamed. Devlin opened his eyes again to see Owen, Gwendolyn, and Gwyn standing in front of them, all in fight stance positions.

Kevin charged towards them, as the wind picked up. He stopped, an angry look clouding his eyes. "NO! DON'T INTERFER!"

Gwyn turned around with a gasp, the wind began to circle around the three children, Owen turned around and ran towards it, "TESSA! KAL!"

Tessa ran to the edge of the wind-circle, but her hand could not go through it, it felt like a solid surface. Kevin roared in anger and launched an energy beam at them. It soared past the three adults, and hit the wind circle at full power. The attack evaporated upon contact.

"NO!" Kevin growled, as the wind picked up to form a mini-tornado, blocking all sight of the children.

A woman made of wind stepped out from the tornado, her body looked as if it was a tornado itself, twisting around itself to form a person. It reached out and grabbed Gwyn's hand. She gasped as it pulled her back, right into the tornado.

"Gwyn!" Gwendolyn gasped, but it was too late, the girl had already disappeared.

The wind instantly started to die down, and Owen tried his hardest too look through it, but he knew even before the wind disappeared, that his children, and Devlin and Gwyn…were gone.

~ * ~

"And why, can you tell me, do they have to come HERE?"

It was the first thing Devlin heard before the wind started to die down, and he could finally see out of the tornado again. What he saw, was no longer Keystone…

They were standing outside a strange building, or, more like a volcano. The purple-greenish plants grew largely all around them. It looked like a dense-tropical jungle.

"Because." A woman said, folding her arms defiantly.

Devlin saw two people standing in front of a cave that lead into the building-volcano. Beside them was a large green and black river, with strange bugs that looked like massive mosquitoes dropping DNA into the river.

One of the 'people' was a Galvin, a tiny micro-alien with a large brain. He wore a strange white lab coat, and had a long mustache. The other, was a strange looking woman, with short, red-black hair, and large bright red eyes, lacking any sign of pupils. Her long pointy ears, tall lean frame, and micro-skinny, white-fleshed body all meant that she must be a Gotosapian. She was wearing an outfit that reminded Devlin of a pirate. She turned around as the four appeared.

"About time!" She snapped.

Devlin could not move. He knew this woman, in the time he spent on the street between Kevin's Null Void time, and his adoption into the Tennyson family, he got to know all of the underground, and a lot of its secrets.

One of which explained of a terrible and powerful assassin, Anastasia. This woman was Anastasia…a Gotosapian. Gwyn also seemed frozen. She stared at Anastasia with such fear, Devlin thought she had turned to stone. Tessa helped Kal to his feet, she was terrified about the look the other two gave the strange woman and small…little…

"RAT!" Tessa screamed, hiding behind Kal. Kal rolled his eyes.

"Rat? How dare you." The Galvan huffed, "I am Azumuth, creator of the Omnitrix. The device, my young friend, your brother is wearing."

"This watch-thingy?" Kal asked,

"I wish everyone would stop calling it a watch!" Azumuth snapped. He jumped up onto Kal's arm and looked down thoughtfully at the Omnitrix, "Yes…this is my work. However, how it came into your possession is beyond me."

"It belongs to my Dad." Kal snapped, brushing Azumuth off of him.

The Galvan jumped to the ground, "You are wrong my son. It belonged to your Grandfather."

Anastasia grimaced and turned away, folding her arms. Gwyn caught the look of despair and failure on her face.

"Azumuth…" Devlin asked, "Tell us what happened…everything. What turned my father into…into a monster?"

"And you expect me to know about that?" He huffed, "I'll let Ana tell you that. She is the one that was there."

If looks could kill, Ana gave him a glare that would have put him six-feet-under. She turned and faced the youngsters, "Are you sure you want to know the truth?"

Gwyn nodded, "Why couldn't Kevin hurt me?"

"Its not that he couldn't…its that he did not want to." Ana explained, she looked the girl up and down, "Its because of who you are."

"And that is?" She snapped,

"This is your last chance to turn back." Ana asked, "Once you know, you'll never see things in the same perspective again."

Gwyn nodded. Devlin bit his lip, but nodded as well.

Kal looked up, "I want to know…about my Grandfather." Tessa grabbed onto Kal's shoulders, but did not say anything.

Ana took a deep breath, "Gwyneth…Kevin could not hurt you, because you are Tena's daughter. Not Ben 10, 000's daughter."

"Why don't you tell them who Tena is?" Azumuth said sadly.

"Tena is…the real, Benjamin Tennyson."

"What!" Tessa, Devlin, and Gwyn shot.

Ana smiled, "Its true. Twenty years ago, long before Ben Tennyson was known as Ben 10,000, Ben went…missing." She folded her arms again, "He was kidnapped by a terrible mercenary named Dana Lyn. In order to rescue him, Gwen Tennyson, and Kevin Levin hired me to track him down."

"Wait." Devlin asked, "Are you saying that Kevin was…Dad's friend?"

"Ben's best friend actually." Ana nodded, "They were a team. Benjamin and Gwendolyn Tennyson, and Kevin Levin were once the only Plumbers stationed on Earth."

She looked down at the Codon Stream, "It did not take me long to track Ben down…though the journey was…life changing. I've never had a mission like that, most of them were people who wanted another person dead…not found alive. I almost turned it down, until I realized who wanted the mission…"

"Why did you take it then?" Devlin asked, "I heard you only took big cases, like politicians and stuff. Things that make big news."

Ana looked at Devlin for a few seconds and smiled, "Because…it was different."

Gwyn noted the change of tone in Ana's voice…she was lying about her reason. But she decided not to call her on it, whatever her reason, it was hers.

"I tracked down Ben to a planet called Demetrius." A sly smile stretched across her face, and she looked up at Kal and Tessa "And we immediately headed out to rescue him, but naturally, Dana Lyn got in our way, and we had to make a crash landing." She smirked, "That's when we met your father, a Necrofriggian."

"That doesn't make sense." Tessa snapped, "Daddy's human."

"I'll get there." Ana replied, "And before you ask it," looking down at Kal, "When Ben was fifteen, one of his Omnitrix aliens went through a 'reproductive cycle' and bore eggs. Owen was one of the eggs that 'Big Chill' laid." Kal made a face, and Tessa looked like she was going to be sick, but Ana went on, "As soon as he heard that Ben was in trouble, he went out to find his father, and to help him…he also tracked him down to Demetrious. But because of the crash, we had to land for repairs, and Owen continued on his way to rescue Ben…we arrived after him, and we arrived too late."

"By the time we arrived, something was seriously wrong with Ben. It appeared that to save Ben's life, the Omnitrix changed his DNA, catching not only him within it, but Owen, and…the unborn baby, Gwyneth."

Devlin burst out laughing, "A-are you trying to tell us that Ben, a guy, was pregnant?"

Ana nodded, unable to hide her smirk as well, "Yeah…apparently, the planet, Demetrious is inhabited by a race of aliens called, Amazarians. These Amazarians are a brutish alien race where the woman lay their 'eggs' within the men of their race. Apparently, a female by the name of Mel…or something like that,"

"Mei." Azumuth corrected,

"Whatever." She rolled her eyes, "Anyway, a female of that race had paid Dana Lyn to capture Ben to be her 'mate'. So yes, Gwyn - you are the Real Ben Tennyson's daughter."

"I know I'm Ben's daughter." She rolled her eyes, her face pale from the news. Devlin was trying his hardest not to laugh at her.

"But we had no idea the extent the Omnitrix meddled with the DNA until later, when it turned him into a female." Ana explained,

"It was a function I did not even know the Omnitrix had." Azumuth explained, "The Omnitrix transformed Ben's DNA to save his life. Its one of the failsafe measures that it must have created for itself. It transformed Ben into a female, so his body could properly function for a pregnancy. The Omnitrix DNA Transfer, as I have been calling it, must have been shockwaved into Gwyneth and Owen as well, turning them both human. But since it was a shockwave, and not the full intent of the Omnitrix, they were human, but kept their Alien abilities."

"Amazarians are known for their brute strength, hence your superhuman strength." Ana explained, "And Owen kept all of his abilities as well."

"We set our course for Earth, and hoped to find a cure for Ben…till then, he went under the name of, Tena Sonne." She explained.

"Tena Sonne? I get it." Kal whispered,

"But you must have found the cure, right?" Gwyn asked, her voice shaken, "Because then there wouldn't be a 'Ben 10,000'?"

"Wrong." Ana shook her head, "Shortly after we got back, an impostor arrived. He came out with this bogus story about Vilgax abducting him."

"How do you know its not true?" Devlin snapped, folding his arms defiantly.

Ana smiled, a dark and twisted grin, "Because I asked Vilgax himself."

The children fell silent, looking at Ana in amazement.

"I tracked him down shortly before he came down to Earth to fight Ben 10,000, right before he was frozen and locked in the DNA Lab." She rolled her eyes, "Through Villain Decay, by the time I found him, he was a weak nobody anyway."

Kal and Tessa exchanged glances, but Ana did not look like she was going to explain.

"Let's just say, it did not take much, 'coaxing' to get Vilgax to talk." She sighed, "Anyway, all in all, I found out that he did not break this 'agreement' where he was not allowed on Earth, and never sent anyone. His alibi also checked out, and…oh! And speaking of which, wasn't the winner of that duel get to 'own' both their planet, and all the planets under the other person's rule? Or am I completely wrong with that? I mean, shouldn't technically, Ben be the Emperor of Vilgaxia or something?"

"Stay on track." Azumuth snapped.

Ana frowned, "Fiiiiiiiiiiiiiiiiiine. Well anyway, Gwen and Max both took the impostors side - I still don't know why, and were out to capture Tena…so I helped Tena, Kevin, and Tena's baby…you, Gwyneth, go into hiding in New York, before taking off back to work. I left them with my car, a house, and a wad of money…but…I should never have left them." Her face twisted with regret, "Whatever happened during that year is beyond me…but apparently, shortly after Gwyneth's first birthday, Max tracked them down…and the Impostor, attacked Tena."

"What!" Gwyn snapped, pushing Devlin, who was standing in front of her, aside,

"So what Kevin was saying is true then?" Devlin whispered, "So Kevin's rampage is…Dad's fault."

"Figures." Gwyn muttered. There was something in her tone that made Devlin look up.

Gwyn's eyes were watering, and her hands were squeezed into fists, "I always knew that guy was a jerk…but…but!" She growled and turned away, bolting into the trees nearby.

"Gwyn!" Devlin gasped,

"Let her go." Azumuth warned, "Let her sort through things on her own." He looked over at Tessa and Kal, "I personally went down to Earth to locate Ben Tennyson's body, and remove the Omnitrix. I would hate for my second finest creation to go to waste. But, when I dug up his gravesite, the Omnitrix was gone."

"Second finest creation?" Tessa asked,

"Yes, the Omnitrix was not my greatest creation, it lies second only to the Ultimatrix." He shook his small head, "Which is now in the hands of the Impostor, Collin Dungeos, or as the Galaxy knows him, Ben 10,000."

He looked over at Kal, "The ladder, the Omnitrix, now rests on your wrist, Kalvin Tennyson."

Kal looked down ad the strange watch and frowned, "What…do you want me to do?"

"The Omnitrix was in the care of your grandfather," Ana explained, "You currently have endless options before you, you are only a child after all."

"But Kevin needs to be stopped." Azumuth argued, "I don't agree with it at all, but you seem to be able and willing to learn to use it, and we are desperately short of time…" He took a deep breath, letting it out slowly before continuing, "Kalvin Tennyson, are you willing to stay here on Primus, and train to use the Omnitrix to become a master? I personally…will train you in every aspect, so you can use the Omnitrix to its full potential." He paused, fighting through his pride as he continued, "It is nowhere near as powerful as the Ultimatrix, but I am willing to overlook a view things in order to train you. As a master, and with some help from your friends, you may very well be able to defeat Kevin."

Tessa tightened her grip around Kal's neck, but he ignored her. He did not even feel like pushing her away.

Finally, he looked up at Azumuth, "I'll do it…"

"And I want to train too!" Tessa quipped, standing up beside her brother, "I want to help. If Kal's going to fight, then I want to too!"

Ana nodded, "I'll have my assistant train you then."

Devlin lowered his head in worry. "This is all…Dad's fault?" He whispered, without looking up, "Dad…killed the real Ben and took his place? And caused Kevin to turn into a monster?"

"Killed? What are you talking about?" Ana put her hands on her hips,

"Didn't he?" Tessa asked, "Kevin was shouting about it an awful lot."

" 'Dead' means the permanent end of all life functions in an organism or part of an organism. So in that sense, Ben…is not dead." Azumuth explained.

* * *

Yes….I Google searched the definition of death to make it sound smart…


	6. Chapter 6: Failure

Well, again, sorry for the wait. From now on, I am no longer going to wait on Rygel-n to help me out. She moved out of town, and getting a hold of her right now is like pulling teeth. For anyone who forgot,

Kal, Tessa, Devlin, and Gwyn were whisked away from Earth by a tornado where they met Ana, the Assassin, and Azumuth the Galvan. The two say that there is a way to stop Kevin, but they needed to be trained, and they needed time.

* * *

CHAPTER SIX: FAILURE

The three of them turned to look at him, but Azumuth just chuckled and jumped down from the rock, "Ben was the wielder of the Omnitrix for quite some time, and thus, the Omnitrix sampled some of his DNA, it also created the form, 'Tena'." He paused, without looking at any of them, "When I found Ben without the Omnitrix, he was 'Ben'. Not 'Tena'. Thus I was sure of my hypothesis that 'Tena Sonne' was just a 'form' created by the Omnitrix. I managed to salvage Ben's body, now if only I could get it to work…"

"You could do it right? By placing the Omnitrix back on Ben's body?" Kal asked, looking worried,

"Its not that simple. The Omnitrix has default sets of ten aliens at a time, through Data Scan, it can acquire more, but it cannot draw more from the Codon Stream itself."

He beckoned for Kal to come over, and the boy knelt down in front of the aging Galvin. Azumuth started twisting the dial of the Omnitrix, and it made that loud 'alarm clock beeping' noise. Azumuth shook his head as he scrolled through,

…Four Arms…

…XLR8...

…Buzzshock…

…Swampfire…

…Goop…

…Ghostfreak…

…Cannonbolt…

…Jetray…

…Spider Monkey…

…And one other that Kal had never seen before on any of the newscasts.

"See?" Azumuth replied, closing the Omnitrix before Kal could take a look at it, "No Tena. Tena's DNA must be lost somewhere in the Codon Stream. It will take time and practice to find it. Also, Ben's body has been dead for over twenty years. I have it in a special isolated chamber that has stopped completely any form of decomposition, but he was dead several days before I found him. In order to bring him back, we need a few 'ingredients' to get the body back to a stable position to hold a form. For example, the giant hole in Ben's chest would only cause him to die again, and also, the reason for him not turning back into Ben is also a mystery. It will take time, and that is time the Earth does not have. We need you, Kal, to save as many people's lives as possible until we can bring Ben back to life."

Kal nodded slowly, "Ok…"

Devlin clenched his hands into a tight fist and gritted his teeth, "Count me in as well." He looked over at Tessa and Kalvin, "Don't get me wrong. I'm not doing this for 'Tena'. This is so that I can become strong enough to rescue Kenny." He turned away from them, "Impostor or not, Ben's my Dad…the only one who's ever cared for me."

"Where are you going?" Tessa asked,

Devlin looked over his shoulder at her, "To find my sister." He then took off into the jungle.

"Will they get lost?" Tessa whispered,

"Probably." Azumuth shrugged, "But its none of my concern. I'll just have Elmira bring them back."

"Elmira?" Tessa asked.

The air next to Ana stirred, and then solidified, showing a green-skinned alien with two large bug-like eyes. It stood on all fours, but was nearly as tall as Ana herself, it had long slender, feline-like legs, ending with small hands and feet - designed for speed,. Its face was almost human-like, but there was no nose or mouth to be seen, and the cheeks puffed out with what looked like blue-green fox-like fur. Out of the head sprouted two long, tube-like ears, that ended with two more tuffs of fur. The same fur rustled around its feet, hands, and rear-end, where seven long snake-like tails extended. Each tail ended with a different colour fur-tuff. Red, blue, yellow, black, white, green, and brown.

"Tennysons, meet Elmira, a Canlucrome." Ana introduced,

"Hi." Kal said. Tessa was amazed at Kal's boldness…but then again, it was that boldness that usually got him beat up by the bullies at school.

"Pleased to meet you." Elmira said in a velvet voice. It was so smooth and gently, it reminded them of water.

Tessa jumped, she was not expecting it to talk…or be able to speak English that fluently. "Y-Your beautiful."

Elmira looked over at Tessa, and suddenly, Tessa felt all warm inside, like she was sitting snuggly by an open fire. It took a few seconds to realize that one of Elmira's tails, the one with the red fur on the end, was glowing.

"Don't be afraid," Ana laughed, "It means she likes you."

Tessa slowly nodded.

Ana looked away, "Well, whatever happens. Today has held enough difficulties. Elmira, find Gwyn and Devlin. Its time to turn in and recover."

~*~

Gwyn kicked a rock as hard as she could, cursing at the pain that engulfed her foot as it flew into the jungle.

"Calm down." Devlin snapped, folding his arms,

She glared at him, "Calm down? I just found out yesterday that my father is actually my mother, and that its not really who I thought it was? And your telling me to calm down."

Devlin concealed a smirk, "We don't know the whole story yet."

"Well I've heard enough." She plopped down to the ground and folded her arms defiantly, "I mean, there is a psychopathic killer running loose on Earth and they expect us to just sit here and train?"

Tessa nodded and rubbed her freezing arms, "And what about Mommy and Daddy? They are still back on Earth."

Kal looked away. He was sitting by himself on the outskirts of the small clearing, just fiddling with the Omnitrix. It was a nostalgic feeling, having something so powerful around his wrist, something that was the only thing that could save Earth from Kevin's wrath. It was something his child brain could not understand.

"And then there is still the fact about Ana." Devlin frowned, "I mean, there is no way a world famous Assassin is going to help us for free. To her, Earth must just be an insignificant speck. She must want something out of this?"

"You think it's the Omnitrix?" Kal asked,

"Or the Ultramatrix." Tessa agreed.

"Whatever." Gwyn snapped, jumping to her feet, "Whatever it is. I'm out."

"What?" The three others gasped, turning towards her.

"You heard me. I'm not putting up with this bull. I'm going home." She replied.

"I'm sorry to hear that." Ana said, materializing out of nowhere.

Gwyn jumped. She whirled towards Gwyn with a startled look, which soon turned to a look of pure poison, "Yeah, you heard me. You can't expect me to just 'sit' here and wait for some kids to grow up and become powerful enough to stop Kevin. I'm going back to Earth to fight."

"Even after you found out the truth?" Ana asked,

"How do I know that's the truth? How do I know you're not just making up some bogus story to get what you want?" Gwyn was nearly shouting, tears were forming in her bright eyes, "And even if it was true, sitting around is not going to help anything. Send me home. NOW!"

Ana shook her head, "That would not help anything."

"I don't care. Devlin, lets go." She snapped,

Devlin looked down at the ground, "I'm sorry sis…but I'm gunna stay."

"Suit yourself." She snapped, "But I'm going. Take me home so I can help Aunt Gwendolyn and Owen fight."

Ana shrugged, "If that's what you want, ELMIRA!"

The Canlucrome appeared out of nowhere again, "You called?"

"Take Gwyneth home." She sighed.

"Yes." Elmira nodded. She disappeared, and the tornado formed around Gwyn yet again.

Devlin watched with a heavy heart as his adoptive sister disappeared.

Ana shook her head, "Lets hope she lives long enough for you to meet again." She turned to the children, "Well now, I hope you all rested well, because its time to start training. Tessa, Devlin, come with me." She then turned to look at Kal, "Kalvin, Azumuth will see you now on the platform above the Codon Volcano."

~*~

Gwyn suddenly regretted her decision as soon as she appeared again on Earth. It was like walking from a tropical paradise, straight into Hell. There was death and disaster everywhere. What little amount of Plumbers that could assemble were helping the survivors, though from her first look, she could see that there was not very many of either.

What did she hope to accomplish on her own? There was no way she could defeat Kevin. Her anger just spoke for her. She sighed as Elmira materialized next to her.

"Are you sure about this?" Her velvety voice cooed,

"Yes." She lied, "Get out of my face."

The Canlucrome sighed and finished as quickly as she appeared, leaving Gwyn alone in the ruins. She took in a deep breath and headed straight for the nearest Plumbers headquarters.

"I'm a little too old to run this operation anymore." Max stated, "So, I'll be handing the Plumbers over to you Owen."

Gwyn barely even recognized them as she walked into the room. Owen looked so warn down, his clothing was in rags, and his arm was so heavily bandaged that she could barely see any skin on it. Gwendolyn looked even worse. She was sitting back in a chair with her eyes closed, a bandaged covering half her face.

Owen did not look happy about his new rank, or even his new enrollment into the Plumbers.

"We need you Owen." Max sighed, "No one…alive…knows Kevin like you do, or at least knows the new Kevin."

Owen lowered his eyes, "Unfortunately."

"Gwyn!" Gwendolyn gasped, she slowly raised herself from the chair, holding her stomach where Kevin had blasted her. The twenty people in the room all looked over at her.

She suddenly felt like the center of attention. Her face went red as she walked up to them, "Hope I'm not intruding?"

Owen smiled as he looked over at her, and Gwendolyn threw her arms around her.

Max sighed in relief, "Where on the Galaxy have you been?"

"You wouldn't believe me if I told you." She rolled her eyes, "So, what's going on?"

She joined them at the table.

"I'm guessing Kevin's plans to destroy this city worked as planned, but he doesn't seem to be done. He's turning his attention to the rest of the state." Owen pointed, letting the ninety-year-old man sit back down next to his granddaughter, and great-granddaughter.

"He's not just destroying," Owen stated, moving his finger over to the surrounding cities, "He's conquering. All of these towns are already under control. Other cities in the area are already offering Kevin full control, hoping that if he knows that they are willing to submit to him, he wont kill them, and destroy their town."

"Its only been a day, and Kevin already has control over the entire area. It wont belong until other states are submitting." Tini said, scratching her head,

A Specimen Prime came running into the room, he stopped at the table, panting.

"Ultimos…" Tini whispered,

"Bad news. The President has called a nation-wide alert. All Heads of State must report to the White House to 'discus further actions'." Ultimos gasped,

"Shit." Owen growled, "Already? But its already been a day."

"If that happens, what if they agree to go to war? Kevin would kill them all." Tini gasped,

"That's foolish!" Gwyn snapped, "Wasn't the United States army one of the best in the world?"

"That was over ten years ago." Ultimos snapped, "Nowadays, everyone just relied on Ben 10,000 and the Plumbers. The military has completely died."

"Well, isn't the Plumbers good enough to at least delay Kevin's reign?"

"QUIET!" Owen snapped, "Everyone just SHUT UP!" He rubbed the stubble on his chin, "None of that matters if we can avoid it. We should be concentrating on what to do next."

Cooper, via a giant Hologram screen in the background grunted, "Well, Helen, Manny, Alan, and I are all in Washington now. But none of us have any significant ranking in the Plumbers, so there is not much we can do."

"And I completely detest the thought about that traitor becoming our leader." Alan snapped from behind Cooper, "I mean, he could be secretly in league with Kevin."

Owen gave Alan a dark glare. The hatred between the two of them burned darkly. Owen refused to look away as he rubbed his arm, "Trust me, that's not a problem right now. That Kevin is not going to listen to reason. But I promise you, I WILL get the old Kevin back."

He turned back to everyone else, "I guess I'll have to go to Washington."

"But we need you here!" Tini gasped,

"Who will lead us?" Ultimos whimpered,

"We need guidance." Tetrax explained.

Gwyn sighed and stood up, "I'll go."

"Gwyn!" Gwendolyn gasped,

"I'm Ben 10,000's…" She could not say it, suddenly she felt sick to her stomach, she looked over at Owen with a completely different understanding and sighed as she looked back at everyone else, "I'm that bastards daughter, so people will feel reassured if I'm there. Plus, people will have questions about where he is, and at least I can come up with an excuse."

"If its you, they might believe you." Cooper whispered,

"Its worth a shot." Ultimos nodded.

"Be careful." Owen whispered,

"Naturally." She shrugged.

He nodded, "We'll hold Kevin off in the meanwhile."

He took a deep breath, "Gwyn…are my children all right?"

Gwyn smiled, "They're better off then we are. Why not ask that old friend of yours?"

Owen looked at her with worry, but forced himself to believe her. He was not going to question and let that mess with his judgment when so much rested on the line.

The doors burst open, and a Plumber feel into the room. It was a Mechamorph, and he looked pretty banged up. One of the other people in the room ran over to help the poor alien.

"A…a city is being attacked…Kevin is destroying it. So many…dead…" It coughed,

"Where? What one?" The woman gasped,

Owen ran over and knelt down in front of it, "Where is he?"

"B-Bellwood."

The name hit Owen like a tone of bricks. He had not been in Bellwood for long, and the only time he was really there was with Tena…after her death, he was still a fugitive, and would not dare going back.

Now, all these years later, it was either let Bellwood be destroyed, or go back and face his demons. He took a deep breath and turned to the other Plumbers, "You heard him! Move out! We've got to save as many people as we can in Bellwood."

Gwendolyn stood up and walked over to Owen's side.

"You should stay here." He snapped,

"As if. This entire time I've been healing myself with my Mana. There is no way I'm going to sit back and let my hometown be destroyed."

Owen sighed, "Alright. We'll take my car."

"I don't think so. We're flying." She quickly grabbed his hand and leapt up into the air, before taking off as fast as she could fly towards Bellwood.

~*~

So many memories plagued Kevin's mind as he saw his old town. He had not been back here since he fled with Tena. He was never given a chance to go back, and honestly, he would not want to. The memories that came back to him were not his own, they were someone else's, someone long forgotten even to him. Memories of lazy days, sitting back in a school cafeteria, drinking soda, and making fun of…

Of who?

Right…that bastard who killed Tena. Wait? Was that right? He could no longer remember. It was all lost in the haze that was constantly clouding his mind. The feeling of those forgotten and twisted memories enraged him even further. He just wanted them gone.

Maybe, if the town was no longer there, these fragments of who he used to be would disappear as well.

He just started shooting. He did not care who, or what he was shooting at. He used all the power he could muster to destroy everything he could. He started with the school. That was the first thing he wanted gone. Most of his memories were of that place. What he did there, he could no longer remember, all he knew was that everything used to revolve around it. He HATED it! It had to go.

Without warning, he blasted it away, along with the entire block. He just wanted it all gone. He looked at the Mr. Smoothie, and blasted that away as well, including the parking lot and the entire street it was on. The Bellwood sign he could vaguely remember passing, everything…he just wanted it to go away so bad it burned.

"Kevin!"

He knew who it was before he looked at them. He just turned around and looked over at them with a vulgar smile.

"Your really starting to annoy me."

"Stop this Kevin!" Owen yelled, the look the Ex-Necrofriggian gave him made Kevin smile. It looked so lost. Kevin laughed.

"I thought I told you that the last time was your last chance." He snapped,

"I guess I just don't learn." Owen sighed,

"No. You don't. But you see," Kevin smirked, folding his arms as he floated above their heads. "If I let you live this time, it'll send a bad message about me to the world. I definitely don't want to be known for mercy."

Gwendolyn stood firm next to Owen, holding her ground, along with Tini, Ultimos, Tetrax, Synaptak, and several other Plumbers.

Kevin smiled, "This shall be fun."

~*~

Max closed his eyes and felt himself drifting off. He was now alone in the Conference Room, everyone else went to try and save Bellwood, the town that started it all.

He felt so tired and used up, like the world was fading around him, moving too fast for him to keep up.

But, he felt happy, relieved that the weight of carrying the Plumbers all those years was finally gone. He felt lighter then he had ever felt before.

He smiled as he drifted off into never land.

~*~

Owen collapsed on the ground in a pool of his own blood. All around him he saw his dead teammates who were slain by Kevin's hand. Gwyn lay unconscious in Kevin's arms. He laughed and whispered something into her ear, before kissing her lusciously on the lips, and dropping her at his feet. She grunted as she hit the ground, and relief washed over Owen as he saw her chest move up and down.

Kevin looked over and saw Owen raise his head, those familiar green eyes still looking at him. Kevin had a sudden urge to rip out those eyes and hang them from his wall. He walked over to the man and bent down in front of him, clasping his bloody chin tightly in his hand, "I may not take mercy, but I am willing to take prisoners. Oh how your going to wish you weren't so hard to kill."

Owen's head was spinning from too much from blood loss for him to even fully understand what Kevin was saying. He closed his eyes and let the calming grip of the unconscious abyss take him.

~*~

A maid walked into the Conference Room to start her daily clean, when she saw the old man sitting there in the chair, looking so content that he must be sleeping. She walked over to him.

"Mr. Tennyson? Mr. Tennyson you should not be sleeping here." She shook him gently, but he did not awake. "Mr. Tennyson?"

He fell forward into her arms and she gasped. She dropped him and screamed, jumping up from the floor, and bolting from the room, screaming, "Call a doctor! I think he's dead!"

~*~

Owen opened his eyes, his entire boy erupted in pain and he groaned against his will. He leaned his head back against the cold, hard stone wall behind him and tried to feel his limps through the pain. He opened his eyes and looked around. He was in a prison cell, sitting on the ground, with his arms shackled to the walls above him, and his feet shackled to the floor.

He looked over and saw Kevin, standing there before him with a dark smile, "Don't like the commendations? Be sure to tell that to the secretary if you get out." He laughed, and strode out the room, bolding it shut from the outside of the door.

Owen took a few deep breaths against the pain, and screamed.

* * *

Canlucrome is a mix of: Canes Lapis and Monocrome, or, a play on the word, Multi-Coloured Wolf.

So yeah… Morbid aren't I? I'm really sorry it took so long, I wont wait for her any longer.


	7. Chapter 7: BACK TO DEMETRIOUS

If you don't know what aliens are being used in the beginning part of this chapter, then look up the 'List of Omnitrix Aliens' on Wikipedia. That's where I got them after all. But from their actions, if you know Ben 10, then you know what aliens these are.

* * *

CHAPTER SEVEN: BACK TO DEMETRIOUS

A giant Vaxasaurian stood up high with a loud roar. It pounded its chest and twirled around, swinging its tail at the smaller, swifter Kineceleran below it. The Kineceleran quickly jumped over the beasts tail and landed back down on it as it rebounded underneath. The fast alien swiftly rode up its tail, and up its back, pounding on the back of its head with its powerful feet.

The Vaxasaurian roared in annoyance and swatted at the other alien, sending it flying into the air. The Kineceleran quickly morphed into a Aerophibian. It soared above the Vaxasaurian and shot two laser beams from its eyes. The Vaxasaurian cried out in pain, but the Aerophibian did not give it time to retaliate. It morphed into Arburian Pelarota and curled into a ball, swiftly falling back down upon the head of the beast in a tight sudden blow.

There was a loud crack resonating from the head of the Vaxasaurian, and the beast fell backwards. It gave a final groan, and went still.

"Awesome job Cannonbolt!" A teenaged girl cried out, running over to it as it transformed once again, this time into a teenaged boy. She threw her arms around him with a laugh.

"Get off me!" He gasped, struggling out of her grasp. She laughed and hugged him tighter.

He looked up at the girl in annoyance, a beautiful girl with long brown hair, and bright green eyes. She wore short black shorts, over black tights, and ankle-boots, topped off with a plain blue T-Shirt, and a dark blue vest.

"I said get off me Tessa!" He snapped.

"Fine, fine." She laughed , letting him go, "You're the 'hero' after all."

"Damn straight." he snapped, "And where were you two? Making out in a cave somewhere?"

"Ewe, Kal." Tessa made a face, "He's like, sort of a our uncle now."

Kal rolled his eyes, "Technically speaking, even if he was adopted by Ben 10,000, that guy was not our grandfather. The real Ben was. So in reality, we're not even close to being related." Tessa made a face.

Finally, a tall teenager walked up to them. He was muscular, with a great body build, but not to the point of over-muscular. His long gray-black hair was pulled back into a low-ponytail, and his black eyes shone out at them with mischief. He wore a long sleeved gray shirt, with the sleeves pulled up to his elbows, and a black open vest. He wore plain black jeans underneath with a hole in one of the legs.

"Dino here wasn't the only baddy we had to take care of you know." He smirked, "He was just papa badass. Me and your sister here took care of all the little ones here in the time it took you to take down the boss."

"Thanks." Kal rolled his eyes.

He walked away from them, and looked down into a small spring nearby. His hair was a mess from the fight, but that was all. There was no scratched or anything on him. His short brown hair was usually brushed to the side, but was currently all over the place. He'd have to fix that when they got back to Ship. His outfit was not damaged, which was good. He did not feel like buying new clothes. He usually wore the same style everyday anyway, A black T-Shirt, under a red jacket-vest, and plain dark blue jeans.

He couldn't remember how many times Tessa told him his style of clothing was outdated. But unlike the Fashion Queen, he did not care.

"Good job children." Azumuth said as he approached. He rode a small hover device, and was followed by a tall, Asiatic woman with long straight, black hair.

"Like always." Devlin said smugly,

"Don't get cocky." Azumuth snapped, "Come. Let us acquire our reward money, and get back to Ship."

"Joy." Devlin rolled his eyes, "Come on, 'Soldiers-For-Hire'."

"We need the money to resurrect Ben" The Asian Woman replied quietly, "If that means assassinating a few bad-guys for a couple thousand dollars, then its worth it."

Kal and Tessa exchanged glances, but said nothing.

"Come. Natoni is with an ambassador from the Terradino government by Ship." Azumuth summoned. He turned the hover craft around, and started floating back across the barren landscape.

Without a word, the three teenagers followed the Galvan and the woman back to a flat plain a ways back from where they fought the Vaxasaurian. A beautiful woman with purple-black glittery skin, decorated with flowing light blue swirls around her eyes stood there waiting. She was wearing a plain green tank-top, and beige pants. Her hair was so long it stretched past her knees, two locks were draping over her shoulders.

"Natoni!" Devlin laughed, throwing his arms around the girl.

She frowned and pushed him off of her, "Hands to yourself Aufnehman."

A short, old Vaxasaurian stood beside her, his aging hide looked rough and was peeling. It was definitely hard to look at.

"Thank you all so much for destroying Boris." He said in a slow, agonizing tone, "He and his gang have been terrorizing our planet for years. I don't know what we would have done without you."

"Yeah, yeah." Devlin rolled his eyes, "We've heard it all before. Now where's our green?"

"I have gladly already paid Natoni in full, and all the residents of Terradino have accepted you as members of this planet. Please, come back at any time."

A black and green Mechamorph 'dog' stood next to Natoni. It hopped up and down chanting, 'SHIP'. Tessa smiled and reached down to pet it.

"Then we shall take our leave." Azumuth promised, "Julie, Kal, Tessa, Devlin, Natoni, let us go."

The Asian woman nodded, "Y-Yes."

Ship quickly transformed into a large Spaceship and hovered close to the ground so they can climb aboard, and they all climbed on silently.

For over fifteen years, Julie Yamamoto had been Ana's partner. The two of them went around the Galaxy as Assassins, doing whatever the highest payer wanted them to do. From what Ana had told them, apparently it was her two tracked Ana down with a strange walkie-talkie. She explained that Julie thought that Ben was acting strange, and even though the 'imposter' was dead, she still wanted to see why the famous Assassin was so sure the 'fake' was real. Ana had described all the steps that lead her to finding Ben on Demetrious, and how she even went to research the 'other Ben' as well. Just the fact that Vilgax swore that he did not kidnap Ben, and the fact that there was no Bounty-Hunters going in and out of Vilgaxia around that time, plus the fact that there was a huge holiday going on in Vilgaxia, one that Vilgax would not even dare to interrupt, all lead to her decision that the other Ben was a fake.

Plus the fact that even Azumuth appraised Tena's Omnitrix to be the real one, helped her decision.

But still, Julie was not convinced that the Ben that seemed to have forgotten she existed, was fake. She wanted to go to Primus herself and see Tena.

When she saw 'Ben' lying in the isolation chamber, she knew that she had made a huge mistake. She told them later, that after that, she joined Ana since the Assassin had not yet found a partner, and the two worked so well together on they're previous adventure. Her goal was to repay Ben any way she could, even though she was certain that nothing she ever did would be enough…maybe bringing him back to life would be a start.

Ship lifted into the air, and flew off into outer space, with Julie by the wheel, and Azumuth in a chair next to her.

Natoni sat down in a corner and looked out the window. Natoni was Azumuth's newest assistant. With his increasing age, he was not as able as he once was, and he needed someone to take over Primus after his death, the smart, talented, and able-bodied Aquauson was the perfect candidate.

She did not join them very often on missions, and if she did, she just sat in the background and took notes. She definitely was never in the line of fire, and often, Kal even forgot the was even there.

"Hey!"

Kal jumped out of his thoughts as Devlin walked up to him. He sat down on the bench next to the Omnitrix Bearer.

"Hi." Kal replied,

"Do you know what day it is today?" Devlin asked,

"A Tuesday?" Kal replied,

"Well, besides that." Devlin smiled, pulling out a nicely wrapped box, "Its your birthday, Dude!"

Kal smiled, "Oh…I forgot."

"This is from everyone, though it was Azumuth who picked it out." He smiled,

Tessa hopped up and down where she stood, "I wanted to get you something nicer, but Azumuth would not let me back to Earth."

"I think it will suit him nicely." Julie argued.

"Stop ruining the surprise!" Devlin snapped, he handed the present to Kal, "Tessa wrapped it. If she couldn't get you what she wanted, at least she could make the wrapping look pretty."

"Damn straight!" She nodded.

Kal smiled and opened the present. His eyes widened in shock, and he pulled out a bright green motorcycle jacket, with a white strip down one side, and two white bands around the other arm. The white strip contained a black circle, containing a white number, '10'.

"This is…" He whispered,

"I managed to track it down in the rubble of the Tennyson's home." Julie stated, "Every alien in the Galaxy knows that design. It was the jacket Ben 10 wore when he was first known to the universe. it's the jacket he wore when he became a hero."

Kal was shocked, he did not know what to think. He just smiled slightly and placed the jacket on his lap, "I don't deserve to wear something like this."

"Yes you do bud!" Devlin smirked, smacking him on the back, "You're the wielder of the Omnitrix, no - you've mastered it in such a short time." He turned away from the boy, "And with the honor, you've got to stop acting so emo, and start acting like a hero."

"You want me to form a huge ego?" Kal smirked,

"Rather you not, but if that'll help. Go for it." Devlin laughed.

"I still say rather not." Tessa frowned.

"Try it on." Julie smiled.

Kal pit his bottom lip, he had no idea what the feeling he had welling up inside him. It was so overpowering he wanted to cry.

"Go on." Tessa chirped.

With a deep breath, he pulled off his old and worn vest, and pulled on the motorcycle jacket. It was a perfect fit.

"You look just like your grandfather." Julie said with a sad smile, she looked away, "I thought it would suit you."

"Happy fifteenth birthday Kal!" They all said in unison.

~*~

With Ship's upgrade, he now could teleport wherever he wanted in the universe. Which included Primus. It did not take the Mechamorph long to teleport to the small Galvan-made planet.

"Get some rest." Azumuth stated, "Tomorrow we go back to training. With the money we made from Terradino, I'll see what we can do with Ben."

Devlin rolled his eyes, "I'm thinking we're strong enough now to go back home. I mean, we should at least stand a chance against Kevin now?"

"You children are not even as strong as the first Team Tennyson, and they failed horribly if you remember correctly." Azumuth snapped, "You are the last hope Earth has. So don't even be thinking stupid thoughts like that."

Devlin growled and stormed off into the Volcano-Lab.

~*~

"Tennyson's, we have another mission for you." Natoni said softly as she walked into the Exercise Room.

"Not even a day after the slaves return, and the Driver has more work." Devlin sighed, leaning up from the bench press. Tessa walked over to him and handed him a towel. "Thanks." He panted as he wiped his face.

Natoni did not even seem to notice that Devlin said anything. She walked right past him to the far wall and looked down at the clipboard in her hand. She wrote something down on it before looking up, "Where is Kalvin?"

"Outside." Tessa explained, "Last thing I heard he was fiddling with the Omnitrix."

Natoni made a face in disgust. "Let us go out there and find him."

Devlin rolled his eyes, "Yes sir."

~*~

A strange alien jumped down from a tree, and pounded swiftly upon the ground before dashing away. It pounced up onto the solid rock face of a cliff nearby, and quickly ran up it, only to jump off the top. It broke its fall by grabbing a tree branch, swinging itself to the ground with a howl. Its mouth split into four, and a supersonic call resonated from it, breaking another tree into splinters. The alien smirked.

"AHEM!"

The alien jumped and turned around. Natoni stood there tapping her foot, Tessa and Devlin were behind her.

The alien started to glow, and in a flash of light it changed back into Kal. He was still wearing Ben's jacket, but he had cut the sleeves off.

"What's that supposed to be?" Tessa snapped,

Kal shrugged, "No idea. I think I just unlocked it."

"You're not supposed to be fiddling with the Omnitrix." Natoni snapped, "You are supposed to move along at Azumuth's pace."

"With that mummy?" Devlin rolled his eyes, "We'd never get off this rock."

"Give him a break." Tessa replied, "Kal is already surpassed Ben at his age."

"In mastering the Omnitrix, yes, but in general, no."

The teenagers all turned towards the ancient Galvan, floating over towards them. He folded his arms and shook his head, "Don't prove to be a disappointment as well Kalvin. Don't mess with my Omnitrix."

Kal rolled his eyes, "How are we supposed to find Tena's DNA if we don't try unlocking it?"

"We have a schedule. Ben is not even close to being resurrected. We have our work cut out for us." He turned his hovercraft around so that his back was now facing them, "I highly believe though, we will find some more information on the planet Ana and the others found him on."

"Demetrious right?" Tessa asked,

"Yes." He nodded, "That deranged planet. Until now, I did not trust you to go to such a planet…mostly for the fear of Kalvin ending up like Ben."

Devlin chuckled and added sarcastically, "Yeah, I'd HATE to come up with a girls name for him."

"Shut up." Kal snapped, "Unlike Ben, we know what to expect." He looked at Azumuth, "Send us! We're ready."

Azumuth coughed violently and turned around, his aging flesh seemed to hang off his little body, "Yes. I believe you are."

"How will we find the information?" Tessa asked, glaring sharply at Devlin,

"Study factors that lead up to the incident. Maybe there was a specific event that created 'Tena'." Azumuth explained, "Your father, Devlin, was sure it was the 'pregnancy'. He was sure that the Omnitrix created Tena as a hidden security feature, saving Ben's life." He looked over at Kal, "We could test Kevin's theory by recreating the events that led up to it. If Kevin was correct, we could definitely summon Tena that way."

"No FUCKING way." Kal snarled,

"Well, I would study how to reverse it, then Tena would be in the Omnitrix." Azumuth smirked,

"We'll go and study the circumstances, but that's it." Tessa promised, "At least seeing Demetrious up close might help us."

Azumuth nodded, "Tessa, you should be fine, but Kalvin and Devlin, be extremely careful upon Demetrious' surface. Don't do anything reckless. I'd hate to be pulling an egg out of your gut."

"Just like Chest Bursters!" Devlin laughed,

"Chest Bursters?" Kal asked,"Yeah those aliens from…never mind." He sighed.

Azumuth shook his head, "That incident was not funny. Those movies were BASED off of a real event that happened nearly fifty years ago now. It was not pretty. But anyway, all of you prepare for departure. I want you to arrive there BETWEEN mating times of the Amazarians. Then it will be the safest time."

He finally turned around and looked at them, "The most important thing, is to talk to a female Amazarian by the name of Mia. I have no idea if she is alive or not, but she is the one who held Ben captive before he became Tena. She is extremely dangerous and unstable. Be on guard. Get ready to go, Julie already has Ship ready."

"Can we at least shower first?" Devlin complained,

"Quickly." Azumuth snapped.

Devlin and Tessa nodded, pushing past Kal and hurrying into the Lab.

"Now that they are gone, I need to talk to you Kalvin." Azumuth said gravely. Kal nodded and followed the Galvan into the trees.

"I received a status report from Earth." He said silently, without looking at the boy, "I was not going to tell you, especially not Devlin, he is still rash and wet behind the ears. He would run straight there without a thought. You however, are a little more stable."

"What's happening on Earth?" Kal whispered, he almost did not want to know.

"Apparently the entire world has given into Kevin's reign." Azumuth shook his head, "Kevin now is Supreme Ruler of Earth."

"What about the Plumbers?" Kal asked, "What about Dad?"

"The last thing I heard, Gwyn is in charge of the few remaining Plumbers, though they're attention has turned to protecting as many people as they can from Kevin and his minions."

"Minions?" Kal asked,

"He has summoned monsters from the Null Void. And on top of that, he decreed that anyone who is willing to serve him shall live, along with they're families. By now, he has a huge army willing to fight for him to save either themselves, or they're loved ones."

"And Kenny? What about him?" Kal asked,

Azumuth shook his head, "That is a topic I'll keep to myself for now."

Kal made a face, but he knew the Galvan would not tell him, even if begged. He sighed and folded his arms, "And Dad?"

"I have not heard anything." Azumuth shook his head, from the look on his face, Kal knew he was telling the truth this time.

"Hopefully he's back with Mom." Kal muttered, but he seriously doubted that. "If only I could call him."

"And let one of Kevin's lackeys trace the call here? I don't think so. Kevin knows you have the Omnitrix, and may think you could be a threat. Your life is constantly in danger Kalvin, you and the others don't know that yet, with the shelter here on Primus, but the Omnitrix brings with it more dangers then you could ever imagine. Especially now that Kevin is here."

Kal frowned, "Why create something so dangerous?"

"Danger was not my intent." Azumuth replied mournfully, "I wanted to create something that would help the galaxy. Something that would bring all Alienkind together. I created it to be like a translator, something to bring people together…it's the people who use it that turned it into a weapon."

"Irony." Kal muttered, looking down at the small weapon on his wrist, "Why is the world so cruel?" He thought back to the days before he got the Omnitrix and came to Primus, the days when the bullies terrorized the school day after day. That was what Kevin was doing now, he was being a bully with all of Earth as his playground.

He thought about his friends, people that were probably dead now. They would tell him time and time again not to pick fights with them, just agree with them. But he thought that was wrong too. Maybe, after this whole ordeal was over, he would try to use the Omnitrix that way. He would use it to stop the bullies, and connect people like Azumuth wanted…

…Except the plan was to return it to Ben after he was brought back.

"Its just how the world is." Azumuth replied, snapping Kal from his thoughts. "You can't control what others do, but you can stop them from hurting others, even if it puts you in the line of danger. That was what made Ben so special, he did just that. He never thought about what he got in the end, only what he could do for others." The Galvan looked away, "I want you to be that person too, Kalvin. I hope you are the person who is never selfish."

A small smile crept onto his face and he covered the dial of the Omnitrix with his hand, "Sorry to disappoint you…but…I'll never be Ben."

Azumuth frowned and nodded, "No, I suppose not. But all we really need is a stand in until we get him back." He looked back up at the boy, "Oh, and one more thing…I am sending you to Demetrious on a special mission, but that's not the main reason I'm sending you there. I have a special mission for you Kal, and you cannot tell anyone else about it."

Kal nodded and listened closely as the Galvan explained in detail every step the boy was supposed to do. Azumuth finished and waited for Kal to nod in approval before continuing. "Do not fail us, or you fail the world. Come, Devlin and Tessa must be ready by now. Julie and Ship are waiting."

Kal frowned, but the Galvan did not wait for an answer. He had no idea why the Galvan wanted him to do a special side mission, especially one like this. He wanted to probe on the reasoning behind Azumuth's decision, but the Galvan had already started off. Kal sighed and followed silently.

Azumuth did not stop until he was right in front of Ship. Devlin and Tessa were waiting there. But that was not all who was there. Kal's eyes fell to Julie, and the woman standing beside her. He had not seen the woman in a few years.

Ana smirked and walked over to Azumuth. The Galvan looked at her for a few seconds. He blinked and said, "When did you arrive?"

Ana shrugged, "Just now. Elmira said that you were heading to Demetrious."

"You can't kill Mia just yet." Azumuth snapped,

"No." Ana growled, she almost looked angry, "But we can torture information from her before I kill her."

"Yes." Azumuth nodded,

"Why do you hate this Mia person, Ana?" Tessa asked,

"I only promised someone very important to me that we'd kill her together." Ana grumbled, looking away from them, no one had ever seen her look so angry before, "And since he's…since…since we got split up, I have avoided Demetrious at all costs." She twisted her foot in annoyance in the dirt, causing a small hole under her boot, "Stupid good for nothing…." She looked up at them, her entire disposition suddenly changing, "Anyway, that's not important, what is important is to get back at Mia twice as hard for the two of us."

Devlin was about to ask something, but she turned away, signaling the end of the conversation.

"Come on, if we want to get to Demetrious between mating seasons, we should leave now." She snapped,

"I don't see what's the hurry. Ship can just teleport us there." Devlin complained,

"Come on! While we're still young!" She replied, signaling for Julie to transform Ship into its aircraft form.

Kal and Devlin exchanged looks of worry. From what they had heard, men were nothing but birthers on Demetrious, if one of the 'weaker' Amazarians saw them.

"Don't give me that look. You've got the Omnitrix to help you for crying out loud." Devlin groaned,

"And it so helped Ben didn't it?" Kal snapped back.

Ana, as if not liking the turn of the conversation, hurried onto Ship, Julie and Elmira followed suit.

Natoni stood next to Azumuth, holding her clipboard silently. Since there was no negotiating or no prize money involved, so she would not go, and Azumuth was getting too old to be running around.

Kal sighed as the door closed behind him, and Ship lifted up in the air. Within an hour, they would be in front of Demetrious.

~*~

Dana Lyn walked silently through the halls of Kevin's tower. She stalked through the bloodied mess smeared over the walls, and staining the floor like a cat. She seemed to beam in the gory mess, and her body quivered with delight.

"This almost seems suitable to live with." She smiled, "Except its too quiet. If it was my castle, the sounds of people's screams would resonate every inch of it."

She strode up the stairs, purposely bent on heading to Kevin's own chambers. The Pyrothanatos grinned as she saw the double doors leading to his bedchamber.

She pushed them open, and stalked her way in.

* * *

Aquauson is a mix of Aqua, meaning water, and Reason, meaning, well, we all know what reason means. Basically, a play on, Smart Sea.


	8. Chapter 8: Plans Gone Astray

CHAPTER 8: A YEAR MISSED

Kevin was slammed brutally against the far wall. He gasped as his head crunched into the stone wall behind him. He fell to the floor in a crumpled heap.

"Now? Where were we?" Dana Lyn cooed,

"I'll never work with that BASTARD!" Kevin roared, picking himself up and charging at the Pyrothanatos.

Dana Lyn shook her head and merely kicked Kevin in the chest, her heeled boot sending him flying backwards once more.

'Ben' walked up next to Dana Lyn, Kevin could not even look at the impostors face.

"It was you." He whispered, unable to obtain the rage that till a few moments ago, possessed every inch of his body. Tears bubbled up and over his eyes, spilling like acid to the floor beneath him, "It was you…you took everything away from me."

"Oh grow up Kevin." Ben snapped, "Nobody likes a sore loser."

"Oh…" Kevin smirked, picking himself off the ground, his pathetic demeanor suddenly vanishing. He looked over at Ben with a sly, crazy smile, "I haven't lost yet phony."

Dana Lyn stepped aside, purely amused at the show unfolding in front of her. She leaned against a wall and folded her arms.

"Really?" Ben said sarcastically.

Kevin laughed, "You are a fool Impostor for coming into my domain!" He snapped his fingers, "And thinking you can control me using force? Even worse."

"You will listen to Dana Lyn." Ben argued,

"Come at me then." Kevin shrugged, "Come tell that to my face."

Ben looked over at Dana Lyn, but she did not move a muscle, not even a blink.

Taking that as a yes, Ben smiled, he turned towards Kevin ready to strike. He quickly morphed into a giant snake-like alien and soared towards the Aufnehman.

Suddenly, faster then Ben could move, something jumped in front of Kevin. Ben was moving too fast to stop himself, and he felt his long fangs seep into flesh. He looked up and found his mouth wrapped around the arm of a boy…

…His boy…

…Kenny…

Ben immediately let go and jumped back, morphing back to 'Ben'. He gasped, "K-Kenny?"

The young teenager made no move, he stood there in front of Kevin, as if he did not even feel the four large puncture marks in his arm. He let the injured arm fall to his side, and stood there, waiting for Kevin's approval.

"Kenny!" Ben yelled, "Thank god your alive!"

Kenny made no move.

"Come over here!" Ben said, a little more excited then he meant to sound.

Kenny still did not move.

"I'm sorry for the bite son, get away from Kevin!" Ben gasped.

Kevin walked up beside Kenny and put his hand on the boys head. Kenny looked up, as if seeking approval from the large monster. Kevin just laughed, "I thought it was only fitting for me to take your son, since you so readily took mine."

"You are no father!" Ben spat,

"Oh? Am I?" Kevin grinned, "Though I am a little more corrupted since then, I can remember a certain little girl you stole from us that saw the world of me."

"You are not the same Kevin." Ben growled, "Release my son!"

Kevin pretended not to hear the last part, "True, I am not the same Kevin…"

He looked down at Kenny's dirty face. It looked as if he had not had a bath in years. The boy's hair was long, as if he had not cut it since coming into Kevin's care, and his eyes were blank and dark, as if there was no soul residing behind them. Ben felt his heart break as he stared at him.

"All it takes is a little complete brainwashing, and now, he thinks the world of me." Kevin grinned, "In fact, he can't think of ANYTHING besides the orders I give him. A complete drone."

"You monster!" Ben yelled,

Kevin just smiled, "And yet, this is not even close to your redemption. You took two children from me, turned them against me and made me fight them, taught little Gwyneth to hate me. My revenge has only just began."

Kevin whistled, and slowly, strutting from behind a curtain, strode Gwendolyn. She was wearing basically nothing, a leather tube top rested over her breasts, though there was not a sign of bra straps stretching out of it, and she wore a matching leather skirt that was so short, Ben was sure it would show everything if she bent down. She wore no shoes, no accessories, just those two small pieces of leather.

"I was thinking about dressing her in something exotic, but it sounded to 'Star-Warzy' to me." Kevin grinned. Gwendolyn walked over to Kevin's side, and he wrapped his arm around her, "Of course, I do give in to temptation and dress her up when we go out." He looked over at her, "Isn't that right my dear?"

Ben's mind was frozen. He looked over at Gwendolyn and felt his heart stop. She had the same blank look as Kenny, though at least she was clean and her hair nicely kept.

"G-Gwendolyn!" Ben finally spat out. He made a step forward, but Kevin just tightened his grip on Gwendolyn's throat.

There was nothing he could do, even as brainwashed drones, they were still his family.

"Well?" Kevin smirked, "You were saying something about forcing me to cooperate?"

Ben fell back, looking over at Dana Lyn as if she was his last hope. Dana Lyn just clapped. She pushed herself off the wall and strode over to them. She flicked her long hair off her shoulder and laughed, "Good show boys. But its time to get back to work." She turned to Kevin, "You will serve me, or else I'll kill you, and your hostages before you get a chance for revenge."

Kevin looked up, the Impostor was so close. Revenge was a flavor he longed to taste, and yet that damned Pyrothanatos stood between them. He could barely remember a time when he would not dare even to look at one.

"What do you want?" Kevin snarled,

"That's simple, all I want is information." Dana Lyn cooed, she walked over to Kevin, caressing his cheek lightly, "What do you know of Anastasia?"

Kevin blinked a few times, before finally saying, "I don't even know who that is."

"You hired her to rescue Tena." She made sure to stress the Tena part, and not the Ben.

Kevin's eyes flashed red, but he shook his head, "I can't remember…"

"ARGH!" She roared, slapping him across the face and stepping away, "Well if you do, or if you find out where she is, I want you to IMMEDIATELY get a hold of me. IS THAT CLEAR?"

Kevin grinned, "Why are you so obsessed with Anastasia? How could a single girl have wronged a Pyrothanatos so bad?"

Dana Lyn looked away, her eyes darkening. A look of pure hatred crossed her face, "A mistake. One simple mistake. But she will pay for it. I WILL kill Anastasia with my own two hands."

She looked away from him, "Just like you, I am searching for revenge. And I will do ANYTHING it takes to get it."

Kevin grinned, "Now that's a story I'd like to hear. How the most powerful creature in the Universe was made a fool of."

Dana Lyn turned around and went to strike Kevin, but Kenny jumped in the way. Dana Lyn backhanded Kenny hard enough to send him soaring to the ground. Kevin laughed, Ben cried out.

"Ben." Dana Lyn snapped, "Let us go. We have wasted enough time here."

"Yeah 'Ben'." Kevin grinned, "Run along. Its not quite time for me to get my revenge just yet."

"What?" Ben growled.

"Who knows? Maybe I will make your son kill you in the end. Just like Gwyneth will kill me." Kevin stated.

Ben looked down at Kenny on the floor and felt his heart break. If it came down to him verses his son, he knew he would let Kenny win. Is that what Kevin meant? Did he see Gwyn as a daughter? Would he kill her if he had to?

He shook his head and sighed, "I'll rescue you Kenny." Before following Dana Lyn.

Kevin merely turned around and looked out his window at his domain. Everything he saw belonged to him, though none of it he wanted. All he wanted was it to be over, for everything to just disappear and leave him with his misery.

Just the sight of the impostor fueled his need for revenge. He would have to be smart though, if the Impostor had teamed up with Dana Lyn, then that meant his job was now twice as hard.

He smiled in spite of himself. This was the first time he had clear thoughts in nearly twenty years. His brain was no longer clouded, though he knew he was just in shock, either from the sight of the Impostor, or when Dana Lyn threw him against the wall. This scary calmness would disappear soon, clouded behind his mad, crazed insanity.

But soon, it will all be over. His revenge was almost complete.

…

But wait? Wasn't it Ana trying to get revenge on Dana Lyn? Not the other way around?

~*~

Gwyn looked up at Kevin's tower as she hit back one of his soldiers. It was a war zone down here, bloodshed was everywhere she looked. The Plumbers, verses Kevin's Minions…

From what she could see, Kevin was winning, they're little rebellion was slowly being wiped out.

That was not going to stop her. One day, her step-brother and the other two would come back, and then they would wipe out Kevin's troops. She just had to be patient, and she just had to survive.

~*~

Ship finally finished teleporting to the small planet nestled in this forgotten corner. From this distance, it looked like a purple tropical paradise, though everyone on board knew otherwise.

This was Demetrious, the most dangerous planet for men in the galaxy.

Kal and Devlin exchanged glances as Ship entered the planet's atmosphere. They were nearing the ground in the shopping district, a small section of the planet where merchants sell their goods to the planet. Here at least, they'll know that they can disembark in peace.

One of the merchants looked over at them and chucked as the group descended from Ship. Her eyes scanned over Kal and Devlin deviously. "You know its not safe to bring men to this planet correct?"

"We're not staying long." Julie promised. She turned to the rest of the group, "I'll stay with Ship."

"Good idea. I'll call you if we need him." Ana nodded.

Devlin rolled his eyes, "Joyous."

Ana led the way, walking away from the shopping district, and into the overgrown trees. The trunks were placed so close together here, she felt safe traveling there. At least most of the Amazarians cannot fit between the trunks…the smaller ones on the other hand were the most dangerous ones to them, and probably could.

Ana felt confident she could take care of them if needed, and the trees would serve as a cover.

Devlin quickly snatched up a rock and placed it in his pocket.

"What's that for?" Tessa asked. He pulled his hand out of his pocket, it was coated with the rock. Tessa nodded, "Good idea."

They could hear the voices of the Amazarians speaking just on the other side of the thicket. They were barely covered by the tree line.

"Do we know where we're going?" Tessa whispered,

"A few kilometers away from here, the trees thin out a bit, there should be a small moss-covered patch where we found Ben and Owen."

Tessa lowered her head, "Dad…I hope he's alright."

Kal looked away from her, just looking off into the trees.

Devlin stopped in his path. He started walking off to the edge of the thicket.

"Devlin!" Ana warned, "Stay together."

"Hang on." He whispered, he stepped over through the tree line.

"Damn that boy!" Ana snarled, "Stay here." She turned and ran off after him.

She pushed herself through the trees.

"Ana look!" Devlin grinned, grabbing something from a nearby pond.

Ana did not look impressed.

It was a large light blue jewel. Devlin could not even wrap his fingers around it. He turned around and pointed out over the pond, "They're everywhere!"

"Devlin. We have to move." Ana snapped,

"Cool down." Devlin sneered, "If we 'harvest' some of these gems, we could easily pay whatever Ben needs to be resurrected, and then some!"

Ana looked back through the trees, "That's all nice and all…but you don't want those crystals. Put it down before…"

Ana quickly ducked out of the way. She may be getting old, and therefore, less agile then she used to be, but it was easy to dodge away from a swinging Amazarian arm. Devlin was not so lucky. A large Amazarian whacked him hard on the head, and he quickly collapsed.

A small Amazarian picked him limply up and examined him.

"Hey!" Ana growled, "Find your own!"

"You just tiny creature. I'm stealing him from you." She sneered.

Ana stepped forward to attack, but she could easily see, that they were surrounded. She shook her head and charged at the beast.

The Amazarian swiped at Ana, but she easily jumped over its arm and ran behind it, she kicked it as hard as she could into the back of its knee, and the large alien went down. Devlin fell limply from its hand, only to be picked up by a larger one.

The Amazarian looked at Ana, then at its fallen comrade, and ran. Ana swore and chased after it. But before it got too far, a flash of blue jumped out of the thicket, snatched Devlin from the alien's grip, and landed on the ground next to Ana.

"Good job XLR8." Ana grinned,

"What the hell happened?" It snapped,"That pond is full of 'Scent Crystals'. It's a gem that produces an odor designed to attract a mate. Blue attracts females, pink attracts males. Our friend Devlin here seems to take after his father in more ways then just appearance."

"Let me guess, he grabbed one?" XLR8 asked, looking around as the Amazarians approached,

"You think?" Ana snapped.

XLR8 pounced away, kicking one of the giant aliens in the face over and over. The giant just grunted and swatted the little alien away. XLR8 twisted itself around in the air and landed on its feet next to Ana.

Two Amazarians ran forward, but were quickly coated in a thick sheet of ice. Tessa broke through the tree line, freezing two more on her way. Ana nodded as the girl stopped beside her

"I need speed and power." XLR8 complained, "And this alien only has speed."

Ana was about to respond, when XLR8 transformed.

Where the little Kineceleran once stood, now stood that large alien from this morning.

"I read up on those things on the way here." Tessa replied, "Its an Loboan."

"Our thesaurus." The Loboan rolled its eyes, "What's it called?"

Tessa shrugged, "I believed Ben 10,000 called it 'Benwolf'."

"Ok then, this is Kalwolf." He snarled sarcastically.

He pounced forward in front of the Amazarians, letting its mouth split into four, a supersonic shockwave resonated from its mouth, pushing the aliens in front of it down.

"Good work Kalwolf." Tessa cheered, freezing the ground in front of her, and soaring past Kalwolf and through the new opening between the Amazarians. Kalwolf quickly picked both Devlin and Ana, and raced after her. They were long past them before they realized what happened.

Kalwolf put Ana and Devlin gently down on the ground.

"Don't get cocky. The scent is still on Devlin's hands." Ana growled, "Jeez! Kids these days never listen to their elders."

She turned away from them and froze.

"What is it?" Tessa panted.

"We're here." She whispered, looking down at the ground. She put her fingers through the moss, "I know we are. This is where we found Ben."

"Are you sure?" Tessa asked.

"Positive." Ana nodded.

She looked around, "Hey! Where did Kal go?"

Tessa felt panic soar through her before she even turned to look around. When she did, that panic escaladed. Where was her little brother?

"KAL!" She screamed, when he did not answer her, she went to scream again, but Ana put a hand over her mouth,

"You trying to give away our position?" She snapped,

"But Kal…" Tessa complained. She fell silent, she knew that she had to be quiet.

Ana grabbed Devlin's arm and wrapped it around her shoulder, hoisting him up so she could drag him along. "Come on, there are no clues here. Let's move on to Mel's house."

"But what about my brother? And I believe that Azumuth called her Mei." Tessa complained,

"He'll be fine, and worse case scenario, Azumuth gets the tests he wanted." Ana replied,

"Ana!" Tessa snapped,

"Come on." Ana said, ignoring the girl's protests.

Within ten minutes, they came upon a large tree. Crudely written in the bark was the name,

Meishunakamayosharu

"Here we go." Ana smirked.

Tessa looked up the tree and frowned. It was a good ten story plus climb, "There is no way we are getting Devlin up there."

"And I would not recommend it with the scent still on him." Ana nodded, "And that's why I'm going up alone."

"But that's too dangerous!" Tessa argued.

Ana pretended not to hear her, "You stay here and watch Devlin. If you see any Amazarians, hide. Remember, the scent of the Scent Crystal is still on his hands…I'll be back soon."

With that, the Gotosapian leapt up the tree, her quick and stealthy movements easily taking her to the top. She climbed in, leaving Tessa on the ground.

~*~

'Oh, and one more thing…I am sending you to Demetrious on a special mission, but that's not the main reason I'm sending you there. I have a special mission for you Kal, and you cannot tell anyone else about it'

XLR8 sighed as he slowed to a stop away from where he left his friends. He sighed and transformed back into Kal, and leaned back against a tree trunk and took in a deep breath.

This was not going to be fun…

He quickly crept back to the Shopping District, where he found a small spacecraft. Natoni waited by the door.

"Are you ready?" She asked,

"No, but lets hurry up before they get worried." Kal muttered.

Natoni moved aside and let Kal slip onboard the spacecraft before closing the door.

"With our warp function, we should make it to Incarceron 2 and back again within an hour." Natoni promised. "We'll be back before they even realize we were gone."

Kal sighed and strapped himself into a chair in the back of the craft. He leaned his head back as it quickly took off of the ground. He can remember clearly what Azumuth wanted him to do…

"Go to Incarceron 2, one of the Prison Satellites, and meet with my old assistant, Myaxx. Find out all the hidden security and regular features she added to the Omnitrix behind my back. Lets see if Kevin's theory was right. Then, I want you to go to the lowest levels and meet with a man named Albido. We need him for some tests. Then, I want you to give him this offer. Trust me, he will not refuse…"

"Why do I have to do this alone?"

"Because Devlin and Tessa would remind Albido of Kevin and Gwen, and he refuses to meet with anyone then someone who also bears the Omnitrix. But beware, Ablido's fake Omnitrix syncs with mine, so he will look identical to you."

Kal sighed. Great, this was going to be torture, but what was even less fun, was the thought of how much torture this Albido person would be in when Azumuth has his way with him.

It was going to be a long day.

* * *

Do I smell rated M next? I think I do! Sorry about the wait times between chapters, I haven't watched a new Ben 10 episode in a while, they started repeating, so I stopped tuning in. I finally got a hold of my friend and asked her if anything happened, but she moved out of town, and she watched them online, so she says she'll check up when she hooks up internet again.

I need to get in the Ben 10 groove again. I read your lovely comments, and that inspired me quite a lot! I think I'll tune in today and see if I missed anything.


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